Decree No. (33) of 2022
Establishing the
Saeed Ahmed Lootah Charity Foundation[1]
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We, Mohammed bin
Rashid Al Maktoum, Ruler of Dubai,
After
perusal of:
Law No. (8) of 2015
Concerning the Community Development Authority in Dubai;
Law No. (12) of 2017
Regulating Civil Society Organisations in the Emirate of Dubai;
Decree No. (9) of 2022
Placing Private Public-benefit Entities Established Pursuant to Legislation
under the Supervision and Audit of the Community Development Authority in
Dubai;
Resolution No. (17) of 2021
Establishing a Special Tribunal to Administer the Estate of the Late Saeed
Ahmed Lootah; and
The Tribunal Decision Issued
on 18 January 2022, and
For the purposes of ensuring
proper management of the property, assets, and funds secured by the late Saeed
Ahmed Lootah and designated for charity by him, during his lifetime, such as
voluntary bequests, endowments, and charity funds,
Do hereby issue this Decree.
The following words and
expressions, wherever mentioned in this Decree, will have the meaning indicated
opposite each of them unless the context implies otherwise:
|
UAE: |
The
United Arab Emirates. |
|
Emirate: |
The
Emirate of Dubai. |
|
Ruler: |
His
Highness the Ruler of Dubai. |
|
CDA: |
The
Community Development Authority in Dubai. |
|
Tribunal: |
The
Special Tribunal formed pursuant to the above-mentioned Resolution No. (17)
of 2021 to administer the Founder’s estate. |
|
Foundation: |
The
Saeed Ahmed Lootah Charity Foundation established pursuant to this Decree. |
|
Founder: |
The
late Saeed Ahmed Lootah. |
|
Board
of Trustees: |
The
board of trustees of the Foundation. |
|
Director
General: |
The
director general of the Foundation. |
|
Charter: |
The
charter of the Foundation. |
Pursuant to this Decree, a
private public-benefit foundation named the “Saeed Ahmed Lootah Charity
Foundation” is established. The Foundation will have an independent legal
personality, and the full capacity to act in accordance with its objectives,
the provisions of this Decree, and the Charter.
The head office of the
Foundation will be located in the Emirate. The Board of Trustees may establish
branches of the Foundation within and outside of the Emirate.
The Foundation aims to
provide charitable, humanitarian, educational, cultural, and other
public-benefit services within and outside of the UAE. For this purpose, the
Foundation will:
1. establish and
manage educational institutions and healthcare facilities;
2. sponsor the
students and trainees in the Foundation's schools, institutes, and colleges, or
in the entities adopting the system implemented in these schools, institutes,
and colleges, within or outside of the UAE, by granting them interest-free
loans to cover their tuition fees;
3. provide financial
assistance to patients with incurable diseases who are receiving treatment at
the Dubai Medical College for Girls, the Dubai Medical Centre, and other
healthcare facilities affiliated to the Foundation;
4. contribute to
helping and supporting those in urgent financial need;
5. identify those who
are eligible to receive Zakat and disburse it to them;
6. establish and
manage, or participate in establishing and managing, charitable projects within
and outside of the UAE;
7. invest in, and
manage, real property and facilities; establish, or hold shares in, projects
and companies; and carry on any commercial business, as may be appropriate for
the purpose of achieving the objectives and serving the goals of the
Foundation;
8. contribute to
environmental protection and preservation projects in coordination with the
concerned entities in the Emirate; and
9. perform any other
work or activities that serve the goals of the Foundation.
a. The share capital
of the Foundation is comprised of the assets and property that the Tribunal considers
were designated by the Founder for charity, including voluntary bequests,
endowments, and charity funds.
b. The Tribunal will identify
the assets and property referred to in paragraph (a) of this Article, and will
transfer the same to the Foundation.
The Foundation will be
managed, and its business and activities regulated, in accordance with the
provisions of this Decree; the Charter; any amendments thereto; and any
regulations, bylaws, and resolutions adopted by the Board of Trustees in this
respect.
a. The Foundation
will have a Board of Trustees, which serves as the highest authority of the
Foundation and undertakes full supervision of the Foundation. The Board of
Trustees will be comprised of a chairman, a vice chairman, and at least five
(5) members who are known for their competence and integrity. Members of the
Board of Trustees will be appointed pursuant to a resolution of the Ruler for a
renewable term of five (5) years.
b. The Board of
Trustees will convene at the invitation of its chairman, or vice chairman if
the chairman is absent, at least once every three (3) months or where
necessary. Meetings of the Board of Trustees will be valid if attended by the
majority of its members, provided that its chairman or vice chairman is in
attendance.
c. Resolutions and
recommendations of the Board of Trustees will be passed by majority vote of its
attending members; and in the event of a tie, the chair of the meeting will
have a casting vote.
d. The Director
General must be invited to attend the meetings of the Board of Trustees, except
where matters relating to him personally are to be discussed in these meetings.
The Director General may participate in the deliberations of the Board of
Trustees without the right to vote.
e. The meeting proceedings,
the resolutions, and the recommendations of the Board of Trustees will be
recorded in minutes of meetings. These minutes must include a brief summary of
the discussions that took place in the meetings, and must be signed by the
attending members. A dissenting member will have the right to record his dissenting
opinion in the minutes of the relevant meeting. All resolutions passed by the
Board of Trustees must be maintained in a special register.
a. The Board of
Trustees will exercise all the duties and powers required to manage the
Foundation; and will undertake all acts and dispositions that ensure the
achievement of the Foundation’s objectives. For these purposes, the Board of
Trustees will have the duties and powers to:
1. approve the
general policy and annual plans of the Foundation in light of its objectives;
2. approve the
Charter, and the administrative and financial bylaws regulating the work of the
Foundation and the committees and work teams formed by the Board of Trustees;
3. approve the
organisational and administrative structure of the Foundation;
4. appoint, or dismiss,
the Director General;
5. form the boards of
trustees of the educational institutions affiliated to the Foundation; the
committees of the Board of Trustees; and the administrative bodies that will assist
the Board of Trustees in achieving the objectives of the Foundation and
enabling it to perform its functions;
6. approve the annual
budget and financial statements of the Foundation;
7. invest and manage
the property of the Foundation in accordance with the provisions of Islamic
Sharia, with a view to achieving the objectives of the Foundation;
8. establish the
companies that support the achievement of the objectives of the Foundation; and
9. exercise any other
duties or powers required for achieving the objectives of the Foundation and
for enabling it to perform its functions.
b. The Board of
Trustees may distribute work among its members based on the nature of the
activities of the Foundation. The Board of Trustees may delegate any of its
powers under paragraph (a) of this Article to any of its members; and may
authorise any of its members to supervise any activities of the Foundation,
provided that such delegation or authorisation is specific and in writing.
c. The Board of Trustees
may not obtain loans from others, or provide loans to others out of the
Foundation’s funds. This does not apply to interest-free loans provided to
students or any loans that contribute to the achievement of the objectives of
the Foundation.
d. The Board of
Trustees will not have the right to dissolve the Foundation, or temporarily or
permanently cease its activities.
In the course of performing
its functions under this Decree, the Board of Trustees must:
1. observe the
highest levels of due diligence in exercising its duties and powers, with a
view to achieving the objectives of the Foundation;
2. ensure that the
administrative expenses of the Foundation are incurred in compliance with the restrictions
and rules prescribed by the financial regulations of the Foundation, and within
the limits required for achieving its objectives only, without extravagance or
waste;
3. maintain the
charitable nature of the Foundation's activities and channel its available
resources into charitable projects; and
4. submit to the CDA
an annual report on the work and activities of the Foundation; and always maintain
a copy of that report at the head office of the Foundation.
a. The Director
General will be appointed and dismissed pursuant to a resolution of the Board
of Trustees.
b. The Director
General will be directly responsible to the Board of Trustees for implementing
the approved policies, plans, and programmes of the Foundation; the Charter;
and the resolutions passed by the Board of Trustees; and for following up the
daily work of the Foundation. The duties and powers of the Director General
will be determined pursuant to a resolution of the Board of Trustees.
a.
The executive body of the Foundation will be comprised of
the Director General and a number of administrative and technical employees.
b.
The executive body of the Foundation will be headed by the
Director General.
c.
The employees of the executive body of the Foundation will
be appointed, and their rights and obligations determined, pursuant to the
relevant human resources regulations approved by the Board of Trustees.
d.
The executive body of the Foundation will be responsible for
carrying out all its operations in accordance with the bylaws, regulations, and
resolutions issued in this respect.
The financial resources of
the Foundation will consist of:
1. the Foundation share
capital referred to in Article (5) of this Decree;
2. the movable and
immovable assets allocated to the Foundation;
3. proceeds from the
assets and investments owned by the Foundation; and
4. any other financial
resources approved by the Board of Trustees.
The Board of Trustees will
determine the commencement and end dates of the financial year of the
Foundation.
a. In each financial
year, the Director General will prepare a special report containing a detailed
statement of the revenue and expenditure of the Foundation, including the
amounts spent on its various charitable activities. The Director General will
also prepare the draft annual budget and financial statements of the Foundation
in accordance with the generally recognised accounting standards; and submit
the same to the Board of Trustees for approval.
b. The Board of
Trustees may deduct part of the share capital or other financial resources of
the Foundation, or portion of the proceeds of its assets and investments, to
create a reserve. This reserve will be used in the years in which the
Foundation's expenditure exceeds its revenue on account of the size of its
various programmes and activities and the priorities determined by the Board of
Trustees.
c. The Board of
Trustees will appoint a specialised company or entity to invest the reserve funds
referred to in paragraph (b) of this Article, and to invest the unutilised
property of the Foundation in short- and medium-term investments in a manner
that suits the nature of that property and satisfies the requirements of the
Foundation in line with the provisions of Islamic Sharia.
d. The Foundation
will maintain regular accounting books and records as prescribed by the
legislation applicable to commercial companies.
The Board of Trustees may not
exchange all or any of the movable and immovable property allocated or
designated to the Foundation for any other property, unless the Foundation
would gain an actual benefit from the exchange. This exchange may only be
effected pursuant to a resolution of the Board of Trustees passed by a
two-thirds majority of its members.
a.
An external auditor will be appointed to the Foundation, and
his remuneration will be determined, pursuant to a resolution of the Board of
Trustees.
b.
The external auditor will audit the accounts of the
Foundation and verify compliance with the regulations adopted by it; and must submit
an annual report on the outcomes of the audit to the Board of Trustees.
c.
The external auditor will have the right to access all the financial
records, accounting books, instruments, and other documents of the Foundation;
and may request the clarifications he deems necessary to discharge his duty.
The chairman of the Board of Trustees or the Director General, as the case may
be, must enable the external auditor to perform his duties, otherwise the
external auditor must document the failure to do that in the report that he
submits to the Board of Trustees.
a. An internal
auditor will be appointed to the Foundation pursuant to a resolution of the
Board of Trustees.
b. The internal
auditor will monitor compliance by the Board of Trustees, the Director General,
and the executive body of the Foundation with the provisions of this Decree,
the Charter, and the regulations adopted by the Foundation; and will provide a
report that contains his comments on the same. That report will be maintained
at the head office of the Foundation and a copy of which will be sent to the
CDA and the Board of Trustees.
c. The internal
auditor will have the right to access all the books, records, instruments, and
other documents of the Foundation; and may request any clarifications he deems
necessary. The chairman of the Board of Trustees or the Director General, as
the case may be, must enable the internal auditor to perform his duties.
Where the property of the
Foundation is used for any purpose that contradicts with its objectives, or
where acts of gross mismanagement of the Foundation are committed, in violation
of the provisions of this Decree, the Charter, or the legislation in force in
the Emirate, the Ruler will issue a resolution dissolving the Board of Trustees
and appointing a new Board of Trustees to replace it.
a. The Foundation
will be dissolved and liquidated if it becomes unable to achieve its objectives
or perform its functions due to insufficiency or total loss of its capital. The
Foundation may not be dissolved or liquidated for any other reason.
b. The Foundation
will be dissolved and liquidated pursuant to a decree issued by the Ruler.
In the event of liquidation
of the property of the Foundation pursuant to the provisions of Article (19) of
this Decree, the Government will determine the entity to which the property
remaining after liquidation will be transferred. In this case, that entity must
have the same objectives for which the Foundation is established.
The Foundation will operate
in accordance with this Decree, the Charter, and other legislation in force in
the Emirate.
This Decree comes into force
on the day on which it is issued, and will be published in the Official
Gazette.
Mohammed bin Rashid Al Maktoum
Ruler
of Dubai
Issued in Dubai on 7 July 2022
Corresponding to 8 Thu al-Hijjah
1443 A.H.
©2022 The Supreme
Legislation Committee in the Emirate of Dubai
[1]Every effort
has been made to produce an accurate and complete English version of this
legislation. However, for the purpose of its interpretation and application,
reference must be made to the original Arabic text. In case of conflict, the
Arabic text will prevail.