Constitution

Constitution of the Australian Business Council Dubai

1 Name

The name of the Association is Australian Business Council Dubai (the "Association").

2 Objects and powers

2.1 The Association is established to provide a platform for its members to explore and develop business opportunities in the United Arab Emirates and the Middle East. The Association must be always compliant with the relevant laws of the United Arab Emirates and seek and obtain all necessary registrations and memberships and submit all necessary reports and filings in accordance with these laws.

2.2 In furtherance of such objects but not otherwise the Association may:

2.2.1 employ and pay any person or persons to supervise, organise and carry on the work of the Association;

2.2.2 bring together in conference representatives of corporate organisations (voluntary or otherwise), government departments, statutory authorities and individuals;

2.2.3 promote and carry out or assist in promoting and carrying out business development initiatives, surveys and investigations and may publish the useful results thereof for the benefit of its members;

2.2.4 arrange and provide for, or join in arranging and providing for, the holding of events, exhibitions, meetings, lectures, classes, seminars and training courses;

2.2.5 collect and disseminate information on all matters affecting such objects and exchange such information with other bodies having similar objects whether in this country or overseas;

2.2.6 raise funds and invite and receive contributions from any persons or corporate bodies whatsoever by way of subscriptions and otherwise;

2.2.7 carry on trade in so far as either the trade is exercised in the course of the actual carrying out of a primary object of the Association or is ancillary or incidental to the carrying out of the objects, including but not limited to acquiring insurance, instigate or defend legal proceedings against any party, settle any claims with any party, open and close bank accounts or financial facilities, any other activity that the Executive Committee believes is in furtherance of the objects.

2.2.8 write, print or publish, in whatever form including electronic, such papers, books, periodicals, pamphlets, articles, magazines or other documents in connection with the Association, its members or in carrying out the objects;

2.2.9 purchase, take on or lease any property or assets (including tangible and intangible property) for the Association;

2.2.10 subject to such consents as may be required by law, sell, lease or otherwise dispose of all or any of the property or assets (including tangible and intangible property) of the Association;

2.2.11 accept or provide gifts and borrow or raise money for such objects on such terms as shall be thought fit and in accordance with the law of the UAE;

2.2.12 subject to such consents as may be required by law, borrow or raise money for the said objects and accept gifts on such terms as shall be deemed to be necessary;

2.2.13 invest the money of the Association not immediately required for the said objects in or on such investments, securities or property as may be thought fit, subject nevertheless to such conditions (if any) as may for the time being be imposed or required by law; and

2.2.14 do all such other lawful things as are necessary for the attainment of such objects.

3 Membership

3.1 Paid Membership of the Association shall be open to:

3.1.1 individuals of eighteen (18) years and over who are interested in promoting the objects of the Association and who have paid the annual subscription as laid down from time to time by the Executive Board; and

3.1.2 national, international and local organisations, whether corporate or unincorporated ("member organisation"), which are interested in promoting the objects of the Association and which have paid their annual subscription.

3.2 Each member organisation may appoint a representative or representatives to attend invited events and meetings of the Association on its behalf. The number of representatives which may be appointed by a member organisation shall be determined at the discretion of the Executive Board from time to time and posted on the Association's official website.

3.3 Each member, whether as an individual or an organisation, shall be entitled to one vote at General Meetings of the Association.

3.4 An individual or organisation may be appointed as an honorary member of the Association at the discretion of the Executive Board. Honorary members shall be entitled to one vote at General Meetings. In the case of an honorary member being an organisation, the Executive Board at its discretion shall determine the number of representatives that may be appointed, keeping voting rights as per clause 3.3.

3.5 A member organisation or an honorary organisation may change a representative by giving to the Secretariat of the Association written notice to this effect. A member may give written notice to the Secretariat stating they no longer wish to remain a member of the Association. In the case of a member no annual fees shall be refunded.





3.6 The Executive Board shall have the right:

3.6.1 to approve or reject applications for membership at its discretion; and

3.6.2 for good and sufficient reason to terminate the membership of any individual member or representative of a member organisation provided that the individual concerned shall have the right to be heard by the Executive Board before a final decision is made.

4 Subscriptions

4.1 All members (other than honorary members) shall pay a non-refundable annual subscription which shall be determined from time to time by the Executive Board at its discretion and posted on the Association's official website.

5 Chairperson and Executive Board

5.1 The incumbent Australian Consul General, Dubai (ACG) shall be an honorary member of the Association and is appointed a member of the Executive Board and may appoint a representative to act as proxy at Board Meetings and any General Meetings. The remaining places on the Executive Board will be elected in accordance to clause 5.2.

5.2 At the Annual General Meeting the Association shall elect from among themselves the Executive Board members who shall take up their offices from the end of that meeting. In addition to the Chairperson and the ACG, the Executive Board will be made up of not less than six (6) and not more than eleven (11) members. At the first meeting of the newly elected Executive Board the Executive Board will elect a deputy from amongst the Executive Board.

5.3 Only members (which shall include; honorary members, representatives of honorary organisations, fully paid up individual members and representatives of a fully paid up member organisation) of the Association shall be eligible to serve as a Chairperson or member of the Executive Board.

5.4 Nominations for members of the Executive Board must be made in writing by members of the Association in the form prescribed by the Executive Board on the Association's official website, and delivered to the Secretariat of the Association by e- mail, facsimile or by hand at least three (3) business days before the Annual General Meeting. Should nominations exceed vacancies, election shall be by ballot.

5.5 Any Executive Board Member wishing to resign during the period of office, must provide at least 60 days’ notice in writing to the Chairman. A vacancy arising as a result of an Executive Board Member resigning may be filled by the Chairperson in accordance with clause 5.7.

5.6 The proceedings of the Executive Board shall not be invalidated by any failure to elect, or any defect in the election process, appointment, co-option or qualification of, any member.

5.7 TheChairperson may fill a casual vacancy of any member of the Executive Board that resigns under clause 5.2 oris removed pursuant to clause 6.1 with any other member of the Association. The Executive Board may elect another Chairperson from the Executive Board on the Chairperson being removed pursuant to clause 6.

5.8 Clause 5.2 shall not apply to any Executive Board Member appointed under clause 5.7; the person may offer themselves for election at the next Annual General Meeting of the Committee.

6 Termination of members of the Executive Board

6.1 The Chairperson or a member of the Executive Board shall cease to hold office if he or she:

6.1.1 becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs;

6.1.2 resigns his or her office by notice in writing to the Secretariat; or

6.1.3 is absent from three (3) meetings of the Executive Board in any Financial Year without good reason, in which case three-quarters of the other members may, at its discretion, pass a resolution that such Executive Board member shall be removed from office.

6.2 If there is good and sufficient reason for questioning the ethics or behavior of a member of the Executive Board member, three-quarters of the other members may vote to pass a resolution that such Executive Board member be removed from office.

7 Meetings and proceedings of the Executive Board

7.1 The Executive Board shall manage the strategic direction and governance of the Association as well as the business and day-to-day affairs of the Association, in furtherance of the objects of the Association and in accordance with the relevant laws. The Executive Board shall meet at least eight (8) times each Financial Year and shall have power to enter into contracts on behalf of the Association in furtherance of the objects of the Association.

7.2 The Executive Board may at its discretion delegate all or part of the conduct of such day- to-day affairs of the Association to a Secretariat, or such other individuals as shall be determined by the Executive Board from time to time, and fix the remuneration of the Secretariat and other individuals (not being members of the Executive Board), as may in its opinion be necessary.

7.3 The Executive Board may appoint such special or standing committees as may be deemed necessary by the Executive Board and shall determine their terms of reference, powers, duration and composition. All acts and proceedings of such special or standing committees shall be reported back to the Executive Board as directed.

7.4 The quorum for meetings of the Executive Board shall be four (4) Executive Board members. Resolutions of the Executive Board shall be valid if passed by a majority of the Executive Board members present.

7.5 The Secretariat, or another person specially appointed by the Executive Board, will keep a full record of decisions made at Executive Board meetings.

8 Financial Year

8.1 The Financial Year shall commence on the first day of January and end on the last day of
December each year with the exception of the membership year which has partially elapsed at the date of the adoption of this Constitution which shall end on the last day of the following December.
9 Rules of Procedure for all General Meetings

9.1 No business shall be transacted at any General Meeting unless a quorum of voting members is present at the time appointed for the General Meeting. Thirty (30) voting members shall be a quorum. A voting member shall mean a fully paid up individual member; a fully paid up member association; an individual honorary member; or an honorary association. A voting member is entitled to one vote in person or by proxy.

9.2 If within thirty (30) minutes of the time appointed for the General Meeting a quorum is not present, the General Meeting shall be adjourned for fourteen (14) days and if the adjourned date is a weekend or public holiday it shall be held on the next business day in Dubai. Notice of the rescheduled meeting will be posted on the Association's official website. Those members attending the subsequent meeting shall constitute a quorum.

9.3 At least twenty-one (21) calendar days' notice for a General Meeting shall be given in writing by the Secretariat to each member. The notice shall specify the date, time and place of the meeting and the general nature of the business to be conducted. Notices shall be issued by e-mail, facsimile or other appropriate medium.

9.4 A General Meeting may be called by shorter notice if it is so agreed by not less than fifty- one per cent (51%) of the full members.

9.5 Members must be financial members at the time of General Meetings to be eligible to vote;
i.e. any fees that are due must be paid.

9.6 Accidental omission to send or non-receipt of a notice by any member shall not invalidate the proceedings of that meeting.

9.7 The Chairperson shall take the chair at any General Meeting, or in his/her absence, in order the Deputy Chairperson or another Executive Board member chosen by a majority of the Executive Board present.

9.8 The Chairperson may adjourn the meeting or discussion on any item of business.

9.9 Resolutions put to a vote shall be decided on a show of hands unless the Chairperson or at least fifty per cent (50%) of the voting members present request a poll. A person shall be entitled to exercise their vote as a voting member and in accordance with any proxies they hold. In the case of equality of votes, the Chairperson shall have the casting vote.

9.10 If by way of a show of hands, a resolution will be passed with a simple majority of those present, of if by a poll, then on a majority of votes cast.

9.11 Voting Members may appoint any person over the age of 18 year as a proxy to attend and vote in their place at a General Meeting. The form of proxy posted on the Association's official website must be received by the Secretariat by e-mail, facsimile or by hand no later than twenty-four (24) hours prior to the General Meeting.

9.12 Any proposal to alter this Constitution must be delivered in writing to the Secretariat of the
Association not less than twenty-eight (28) days before the date of the General Meeting at which it is first to be considered. An alteration to the Constitution will require the approval of a two-thirds majority of the voting members present at a General Meeting. At least fourteen (14) days before the date of the General Meeting notice shall be posted on the Association's website stating the wording of the proposed alteration.

9.13 The Secretariat, or any other person specially appointed by the Executive Board, will keep a full record of proceedings at every General Meeting of the Association.

9.14 In each Financial Year an Annual General Meeting of the Association shall be held at such time (not being more than15 months after the holding of the preceding Annual General Meeting) and place as the Executive Board shall determine.

9.15 The business to be transacted at the Annual General Meeting shall be the consideration of accounts, balance sheets, the reports of the Executive Committee and auditors, the appointment and fixing of remuneration of the auditors and the election of the Chairperson and the Executive Board. All other business to be conducted at an Annual General Meeting shall be deemed special business.

9.16 The Executive Board may call Special General Meetings at any time and the Secretariat will, on receipt of a written request to do so, signed by not less than fifty percent (50%) of full members and giving their reason for doing so, also call a Special General Meeting.

9.17 No business may be transacted at a Special General Meeting other than specified in the notice of it.


10 Standing orders and rules

The Executive Board shall have power to adopt and issue standing orders and/or rules for the Association. Such standing orders and/or rules shall come into operation immediately provided that they shall be subject to review by the members at the next General Meeting and shall not be inconsistent with the provisions of this Constitution.

11 Payments

11.1 All moneys raised by or on behalf of the Association shall be applied to further the objects of the Association and for no other purpose provided that nothing herein contained shall prevent:

11.1.1 the repayment to the ACG and members of the Executive Board (including the Chairperson) under clause 5.2 hereof of reasonable out-of-pocket expenses. For the avoidance of doubt, but subject to clause 5.6, the ACG, or a member of the Executive Board (including the Chairperson) shall not receive any remuneration for holding their respective position,

11.1.2 the Executive Board being entitled to effect policies of insurance or indemnity and paying any premiums thereon to cover the liability of the Chairperson or members of the Executive Board which by virtue of any rule of law would otherwise attach to them in respect of any negligence, default, breach of duty or breach of trust of which they may be guilty in relation to the Association; provided that any such insurance or indemnity shall not extend to any claim arising from any act or omission which the Executive Board (or any of them) knew to be a breach of trust, or breach of duty, or which was committed by the Executive Board (or any of them) in reckless disregard of whether it was a
breach of trust or breach of duty or not.



12 Finance

12.1 The Chairperson and members of the Executive Board shall comply with laws and practices applicable in the United Arab Emirates with regard to:

12.1.1 the keeping of accounting records for the Association;

12.1.2 the preparation of annual statements of account for the Association;

12.1.3 the auditing or independent examination of the statements of account of the
Association.

12.2 An audited statement of the accounts for the last membership year shall be submitted by the Executive Board to the Annual General Meeting as aforesaid.

12.3 The Executive Board shall have the power to open, operate and close bank account(s) in the name of the Association at such bank as the Executive Board shall from time to time decide. Not less than two (2) authorised signatories of the Executive Board must sign all cheques.

Dissolution

13 If the Executive Board by a simple majority decides at any time that on the grounds of expense or other-wise it is necessary or advisable to dissolve the Association, it shall call a meeting of all members of the Association who have the power to vote with not less than twenty-one (21) days' notice (stating the terms of the resolution to be proposed) to be given. If such decision shall be confirmed by a two-thirds majority of those present and voting at such meeting the Executive Board shall have power to dispose of any assets held by or on behalf of the Association. Any assets remaining after the satisfaction of any proper debts and liabilities shall be given or transferred to such other charitable institution or institutions having objects similar to the objects of the Association as the Executive Board may determine.

14 Notices

Any notice may be served by the Secretariat on any member either personally or on its appointed representative (as the case may be) by sending it by email addressed to such member at his or her last known postal address or email address, and any postal address or email so sent shall be deemed to have been received within two (2) days of sending



© 2017 by ABCD UAE | developed by Echt.ME