ABJ’s Bylaw
The Association of Banks in Jordan by Law Banks Association Regulation No. (35) of 2005 and its amendments
Article (1)
This bylaw shall be called the “Bylaw of the Association of Banks for the year 2023.” It shall be read together with Bylaw No. (35) of 2005, hereinafter referred to as the original bylaw, and any amendments made thereto shall be one bylaw and shall be effective from the date of its publication in the Official Gazette.
Article (2) – Definitions
Definitions:
Wherever stated in this bylaw, the following words and expressions shall have the meaning assigned thereto hereunder unless the context connotes otherwise:
Central bank: The Central Bank of Jordan.
Association: The Association of Banks was established in accordance with the Banks Law in effect.
General assembly: Association’s general assembly. The board: Association’s board of directors.
The Chairman: The Board’s chairman.
The member: The company licensed to practice banking activities in accordance with the provisions of the Banks Law in effect including the branch of a foreign bank licensed to operate in the Kingdom.
Voting power: The number of votes granted to each bank of the general assembly members proportional to its shares to fixed and variable contributions.
Article (3)
- The association enjoys financial and administrative independence and, in this capacity, it may own current and fixed assets necessary to realize its objectives and may undertake all legal actions including borrowing, entering into contracts and litigation.
- The headquarters of the association shall be in Amman and, by a decision from the board, it may open branches in the Kingdom.
- The Chairman, or the person authorized by him/her in writing, shall represent the Association before others in all financial, administrative, legal and judicial matters.
Article (4) – Objectives of the Association
The association seeks to upgrade and advance thebankingbusiness through the following:
- Looking after the interests of members and coordinating between them in order to achieve their common benefit.
- Improving and modernizing the methods of delivering banking services.
- Deepening the understanding of banking business and its norms as well as following unified regulations and procedures for this purpose.
Article (5)
Taking into consideration the legislative provisions in effect, theassociation shall be in charge to perform the following tasks anddutiesin order to achieve its objectives:
- Providing consultancy services to members in the area of their business.
- Discussing the members’ common issues related to various activities and finding suitable solutions to problems facing them.
- Cooperating with the central bank in order to attain its monetary policy and exchanging views on various banking issues.
- Exchanging banking knowledge and passing on available information to members.
- Reaching collective agreements between members to standardize, whenever possible and after obtaining the approval of the central bank, the conditions of bank dealings.
- Holding educational seminars and lectures as well as training courses about banking and economic issues.
- Presenting suggestions to the member banks so as they play their role in the social responsibility towards the various economic sectors in order to achieve the sustainable development goals.
- Spreading awareness among the various sectors of society regarding banking culture.
- Endeavoring to standardize banking terminology, forms and procedures whenever possible
- Issuing periodic pamphlets and publications that deal with various aspects of banking activities.
- Collecting data, documents and statistics related to the banking business as well as furnishing members with studies and researches in this regard.
- Presenting suggestions to member banks to develop their role in economic and banking development.
- Establishing cooperation ties between the association and Arab and international banking associations.
- Issuing a banking code of conduct.
- Setting up a banking arbitration Centre.
Article (6)
A) Membership in the association is mandatory for all licensed banks.
B) Taking into consideration what is stated in article (7) of this bylaw, the banks which are licensed by the central bank on the date that this bylaw takes effect and which are members of the (Association of Banks in Jordan), shall lawfully be considered members in the association.
Article (7)
The association shall collect the following fees:
- A)
- A JD3,000 membership fee to be paid only once by the member upon joining the association
- A JD2,000 fixed annual subscription fee to be paid by the member each year regardless of the size of activity.
- A variable annual subscription fee to be paid each year by the member as follows:
- (i) JD10 on every JD1 million of a member’s assets and its branches in the Kingdom covering the previous year except contra-accounts
- (ii) 1.5 per thousand of a member’s dividends payable
It is stipulated that this annual fee shall not be less than fifteen thousand Dinars and not more than one hundred and fifty thousand Dinars.
- B) If a member is late in paying any of the fees that are due, in accordance with the provisions of paragraph (A) of this article, on the date set by the board, the member has to pay to the association an annual fine equal to 10 per cent of the amount owed.
- C) To deal with items (2) and (3) of paragraph (A) of this article, a part of a year shall be considered a whole year.
Article (8) – General assembly
A) The association’s general assembly shall comprise all members, represented at meetings by the chairmen of the boardsof directors or the chief executive officers/general managers or, in case of non-Jordanian members, by regional managers.
B) The chairman of the association shall be the general assembly’s chairman.
Article (9)
The general assembly shall assume the followingtasks and authorities:
A) Devising the association’s general policy and formulating necessary plans and programs for implementation.
B) Approving a banking code of conduct and an information exchange system.
C) Electing the board.
D) Endorsing the association’s annual budget.
E) Discussing the annual report submitted by the board about the association’s work and examining/ endorsing the balance sheet of the fiscal year that just ended.
F) Appointing an accredited accountant to audit the association’s accounts and approving his/her report.
G) Proposing amendments to this regulation and recommending modifications to the central bank.
H) Examining any other matters referred to it by the board.
Article (10)
A) Within three months from the end of the association’s fiscal year, and upon a written invitation to the members from the chairman, or the vice chairman in his/her absence; the general assembly shall hold an ordinary session once a year. The invitation, containing an agenda besides specifying the location and the time of the meeting, should also be addressed to the central bank.
B) At the request of the board or upon a justified request from one third of the members, the general assembly may hold an extraordinary session when only subjects listed on the agenda can be discussed.
C) An invitation shall be sent to the central bank for nominating a representative to attend, as an observer, the ordinary or extraordinary sessions of the general assembly. If unable to attend, the meeting need not be put off.
Article (11)
A) The quorum for the general assembly meeting becomes legal upon the presence of a number of members representing the absolute majority of the voting power among which shall be the Chairman or, in his/her absence, the Vice Chairman. If the quorum is not reached, the meeting shall be postponed for no more than one week from the date of first meeting. In this case, the meeting shall be legal with whoever in attendance.
B) A proxy shall not be acceptable for attending the general assembly meetings.
C) Decisions of the General Assembly, in its ordinary and extraordinary meetings, must be taken by the absolute majority of the number of votes counted on the basis of voting power.
D) If a quorum is legal at the beginning of a meeting, it shall continue regardless of the number of the members present after that.
E) If there is no legal quorum for an extraordinary meeting, it shallbe considered legally cancelled.
Article (12)
- A board consisting of nine members representing all banks operating in the Kingdom, shall manage the association and supervise its affairs. At least one of the members shall represent Islamic banks and another shall represent foreign bank branches.
2. If a membership candidate of the Board of Directors does not apply on behalf of Islamic banks or branches of foreign banks, or both, the membership of the Board of Directors shall be limited to the one who obtains the highest votes by the member banks.
- 1. Member Board of Directors shall be elected by secret ballot from the General Assembly for a period of four years.
2. A member has the right to assign his votes to one candidate or divide them among a number of candidates.
C) If no more than one candidate has applied for Islamic banks or branches of foreign banks, the only candidate shall become, as a rule, a member of the Board of Directors.
D)The member shall be represented at the board meetings by the Chairman or the Chief Executive Officer / General Manager or the Regional Manager in case of non-Jordanian members.
E) The existing board must, within (60) days from the effective date of the provisions of this amended bylaw, invite the general assembly to meet to elect a new board of directors.
Article (13)
A) The elections for the board shall take place within a maximum period of two months after the expiration date of the boards.
B) current term, or a group resignation of more than half of the members. The current board shall continue to manage the association’s work during that period.
C) No nomination shall be accepted from members which have not settled their financial obligations to the association before the date of the general assembly meeting.
Article (14)
A) A committee, called the (Elections Committee), shall be formed headed by a representative from the central bank and two members which should be named by the chairman from among those not nominated to the membership of the board. The committee shall supervise the elections, check the applications of nominees and the lists of electorate names, ensure that members have settled all fees and fines owed, monitor the vote casting and the vote counting.
B) The elections committee shall rule by majority of its members inall matters related to the elections and its decision shall be final. It shall prepare a report showing the number of votes won by each candidate and the head of the committee shall declare the winning candidates sequentially according to the number of votes secured. In case of equal number of votes, a draw shall be held to determine the winning candidates.
C) If the number of nominees is equal to the number of board members, then the elections committee shall declare their win by acclamation.
Article (15)
A) The new board shall elect during its first session, after the end of the general assembly meeting, a chairman and a vice chairman who will stand in his/her place when absent.
B) The chair and the vice-chair of the board shall be for the two natural persons who represent the two members elected by the board in their personal capacity. Article (14) Article (15) Association of Banks by law
C) The duration of the Chairman of the board shall be for the duration of the Board’s session, and he may be re-elected for a second subsequent term and shall not be re-elected after that. This is only after one session has passed since the end of its previous session.
D) For the purposes of the provisions of Paragraph (C) of this Article, the term of the current board’s presidency is considered as the first term upon the enforcement of the provisions of this amended bylaw.
Article (16)
A) The board shall meet at least once every two months upon an invitation from the chairman, or the vice-chairman in his absence, or upon a written request to the board from at least two members.
B) A central bank representative shall participate, as an observer,in the board meetings with the right to join in the discussions but not the right to vote.
C) The quorum of a meeting shall be legal in the presence of an absolute majority of the members including the chairman or the vice-chairman in his/her absence. In the absence of both, the most elderly person present shall preside over the meeting. Decisions shall be taken by the absolute majority of members present and in case of a tie in votes, the presiding member’s vote shall be the decisive.
D) The decisions of the board shall be documented in a special record that should be signed by all members present in the meeting.
Article (17)
The board shall assume the following authorities:
A) Executing the decisions of the general assembly and determining the appropriate measures to achieve the association’s objectives.
B) Taking the necessary decisions to run the association’s work.
C) Appointing a chief executive officer/general manager for the association from among those who possess experience and qualifications. Also, determining his/her authority, salary, allowances and all other related matters.
D) Forming permanent and interim committees from among the board members or others, to assist him/her in carrying out his/her duties, and determining their remunerations.
E) Suggesting an internal regulation for the association’s staff and submitting it to the general assembly for endorsement.
F) Preparing the association’s budget
G) Readying the annual report about the work of the association and the balance sheet for the year that ended for submission to the general assembly.
H) Formulating the necessary instructions to implement the provisions of this bylaw for submission to the general assembly for endorsement.
I) Readying a banking code of conduct and an information exchange system for submission to the general assembly.
Article (18)
A) The member shall lose its membership in the board in any of the following cases:
(i) Submission of resignation.
(ii) Absenteeism from three consecutive meetings without a justifiable excuse acceptable to the board.
B) If the posts of chairman or vice-chairman become vacant, the board shall elect a replacement for any of them.
C) In cases other than mentioned in paragraph (A) of article (13) of this bylaw, the board shall appoint a replacement for the remaining period of a member whose board post gets vacated for any reason. The issue has to be relayed to the general assembly, at its first meeting, in order to elect a substitute member.
Article (19) – Association’s budget and financial resources
The association shall have an independent budget.Its fiscal year shall begin on the first day of January of each yearand end on the thirty-first of December of the same year.
Article (20)
The financial resources of the association shall be asfollows:
A) Membership fee and the annual subscription fee
B) Late-payment fines
C) Returns on invested funds
D) Aid, grants, donations or any other form of financial support sanctioned by the board.
Article (21)
The association shall keep its accounts in line with recognized accounting standards. It shall collect its income and disburse its expenses in accordance with special instructions to beissued by the board for this purpose.
Article (22)
The board shall issue the necessary instructions toexecute the provisions of this bylaw
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