Canadian Business Council Constitution

ARTICLES OF ASSOCIATION

of

The Canadian Business Counsel of Dubai and the Northern Emirates

in theUnited Arab Emirates.

Article 1.         Establishment, name and office

1.1       The Canadian Business Council of Dubai and the Northern Emirates has been established to cover the territory of Dubai and the Northern Emirates (which expression when used herein include the Emirates of Sharjah, Ajman, Umm Al Quwain, Ras Al Khaimah and Fujairah (hereinafter referred to as the CBC).

1.2       The CBC shall be a voluntary and not-for-profit organisation.

1.3       The CBC's headquarters shall be located in Dubai.

1.4       The general membership of the CBC shall hereinafter be referred to as, individually, a Member and, collectively, Members.

1.5       TheseArticlesofAssociationregulatebasicaspects of the operations of the CBC including as to itsobjectives, membership, financing, meetings, votingrights of Members and its administration.

Article 2.          Objectives

2.1       The main objectives of the CBC are as follows:

2.1.1    To provide an opportunity for Canadian business persons to meet on a regular basis and to act as a forum for the exchange of information related to current and expected business opportunities.

2.1.2    To promote the development of commerce and investment between Canada, on the one hand, and Dubai and the Northern Emirates, on the other.

2.1.3    To provide a link with organisations in Canada dedicated to the development of Middle East / Canada trade and corporate investment.

2.1.4    To promote the improvement of U.A.E. – Canada commercial relations and to display to the local community and others the Canadian business community's interest in, and commitment to, the U.A.E. market.

2.1.5    To assist Canadian companies and business people establishing or contemplating the establishment of a trading base in Dubai and the Northern Emirates.

2.1.6    To heighten awareness among the Canadian business community of Dubai and the Northern Emirates' commercial position in the Middles East.

2.1.7    To work with individuals and organisations in Dubai and the Northern Emirates on matters of mutual business interest.

2.2       The CBC may do all lawful things which may be incidental or conducive to the attainment of the foregoing objectives.

2.3       The above list is not exhaustive and may be enhanced by the executive committee of the CBC (hereinafter referred to as the Executive Committee) to include any lawful activities which help achieve the objectives of the CBC.

2.4       The CBC shall not engage in any activity of a political or religious nature.

Article 3.          Chapters

3.1       The CBC will be established in Dubai but subsequent chapters in any of the Northern Emirates may be established in accordance with the wishes of the Canadian business community in the designated Emirate.

Article 4.          Membership

There are five different categories of membership: full; associate; honorary; offshore; and young business leaders. 

4.1        Full Membership

4.1.1    There are three kinds of full membership: corporate; individual; and special, and which shall have the following qualifications.

a          Corporate full membership shall be open to Canadian companies established in the U.A.E., and which either have Canadian shareholding or ultimate Canadian ownership and/or management.

b          Individual full membership shall be open to Canadian citizens and permanent residents of Canada who are senior members and/or professionals of either Canadian or non-Canadian entities established in the U.A.E.

c          Special full membership shall be limited to officers of the Canadian embassy in Abu Dhabi or the Canadian consulate in Dubai.
(The preceding categories of membership are hereinafter referred to as Full Members or Full Membership).

4.1.2    There shall be no restriction on the number of Full Members in the CBC.

4.2        Associate membership

4.2.1    The Executive Committee may consider applications for nomination as associate Members (hereinafter referred to as Associate Members or Associate Membership)  from individuals or companies who carry on, as a major business, an agency, distributorship, franchise or other representation for a Canadian business, or a joint venture or management contract with a Canadian business, or a business which is managed or operated substantially by Canadian professionals, or which otherwise has a special nexus with the Canadian business community. In all such cases, however, the application must be accompanied by a written request from the concerned individual or company requesting the Executive Committee to consider its application for Associate Membership. If requested by the Executive Committee, the applicant shall provide an outline of its overall business operations paying particular regard to the proportion of its activities that are related to the promotion/sale of goods or services originating in Canada.

4.2.2    The Executive Committee may, in its sole discretion and upon the approval of two-thirds of its Members, accept applications for nomination as Associate Members from individuals or companies who have certain close connections with Canada and who have demonstrated affinity towards Canada.

4.2.3    The number of Associate Members shall be restricted to not more than forty percent (40%) of the number of Full Members.

4.2.4    Associate Members shall not be entitled to transfer their membership or to nominate alternates to attend meetings in their place. 

4.3       Honourary membership

4.3.1    The Canadian Ambassador to the U.A.E. and the Consul General to Dubai shall be honourary members of the CBC (hereinafter referred to as Honourary Members).

4.3.2    Non-Canadian citizens resident in the U.A.E. holding senior positions in the public or private sector may be invited by the chairman of the CBC (hereinafter referred to as the Chairman), after obtaining the unanimous approval of the Executive Committee, to become Honourary Members of the CBC.

4.3.3    The number of Honourary Members shall be restricted to not more than twenty five percent (25%) of the number of Full Members and shall not exceed the number of Associate Members.

4.3.4    Honourary Members shall not be liable to pay membership fees or any other fees related to their position as Honorary Members.

4.3.5    Honourary Members shall be eligible to attend and speak, but not to vote, at General Meetings of the CBC.

4.3.6    Honourary Members shall not be entitled to transfer their membership or to nominate alternates to attend meetings in their place.

4.4        Offshore Members

4.4.1    Individuals or companies who would otherwise be qualified to be a Full Member or Associate Member were they not located outside of the U.A.E. shall be eligible on a personal basis for nomination as Associate Members (hereinafter referred to as Offshore Members or Offshore Membership).

4.4.2    The Executive Committee may consider applications for Offshore Membership from individuals or companies who are not located in the U.A.E but who are Canadian citizens, permanent residents of Canada or Canadian companies.  In all such cases, however, the application must be accompanied by a written request from the concerned individual or company requesting the Executive Committee to consider its application for Offshore Membership. If requested by the Executive Committee, the applicant shall provide an outline of its overall business operations paying particular regard to the proportion of its activities that are related to the promotion/sale of Canadian goods or services to the U.A.E.

4.4.3    Offshore Members shall not be entitled either to transfer their membership or to nominate alternates to attend meetings in their place. 

4.5        Young Business Leaders

4.5.1    The Executive Committee may consider applications for nominations to the Young Business Leaders membership category (hereinafter referred to as the Young Business Leader Members or Young Business Leaders Membership) from individuals who are: (i) Canadian citizens and/or permanent residents of Canada; and (ii) under the age of 30.

4.5.2     Young Business Leader Members shall be liable to pay a reduced annual membership fee set by the Executive Committee from time to time.

4.5.3     Young Business Leader Members shall be eligible to attend networking events by paying Member rates.  They shall be liable to pay non-Member rates for any other events.  They shall be eligible to access the Members Benefit Program and to have their profile listed in the membership directory.

4.5.4     Each Young Business Leader Member shall be entitled to one (1) vote at any duly constituted General Meeting.

4.5.5     Each Young Business Leader Member shall be entitled to one (1) vote at any duly constituted General Meeting.

4.5.6     Young Business Leader Members shall not be entitled to be nominated for election to the Executive Committee except if the Young Business Leader Member in question pays the fee applicable to Individual full membership or the fee applicable for Corporate full membership prior to the deadline for nomination as a candidate for election to the Executive Committee.

4.6        General

4.6.1     With the exception of the founding Members, every proposed new Member shall be nominated and seconded by any Member.

4.6.2     The Executive Committee may review every application for membership and decide whether it is to be accepted or rejected and will not be obliged to give any reason for its decision.  The Executive Committee shall have absolute discretion (acting unanimously) in determining whether or not an applicant is eligible for membership.

4.6.3     Every Member shall notify the Executive Committee of any impending change in its status which might affect its eligibility for membership and the Executive Committee may, at its discretion, review the status of Members from time to time.

4.6.4     Each corporate Member shall designate an executive to represent the corporate Member at a General Meeting (Representative). Each Corporate Member shall be entitled to two (2) votes at any duly constituted General Meeting.

4.6.5     Each corporate Member may nominate an alternate who may attend General Meetings in the absence of the Representative. The name and other relevant details of the Representative and his/her alternate shall be provided to the Executive Committee.  Any change of Representative shall be notified to the Executive Committee in advance of the General Meeting.

4.6.6     A corporate Member may not transfer its membership to another company but it may change its Representative and alternate in accordance with the provisions of this Constitution.

4.6.7     Membership shall be for a period of one (1) year (or a part year thereof). Partial year membership shall be entitled to all the rights and benefits of full year membership.

4.6.8     The Executive Committee may, in its sole discretion and upon unanimous vote, revoke any Member's membership.

Article 5.          Executive Committee

5.1       General

5.1.1     The affairs of the CBC shall be administered by an Executive Committee of seven elected members. In addition, the past Chairman and the Senior Trade Commissioner of the Canadian Consulate in Dubai shall be invited to join the Executive Committee as ex-officio members but shall not be entitled to vote at any meetings of the Executive Committee.

5.1.2     The Executive Committee shall be responsible for the day-to-day operations of the CBC as well as planning future policies, meetings, programmes, speakers and events.

5.1.3     The Executive Committee is authorised to open and operate bank accounts in the name of the CBC. Signatories on all bank accounts shall be such officers of the Executive Committee as are designated from time to time but in no event shall drawings on such accounts be made with the authorization of less than two (2) designated members of the Executive Committee or, alternately, one (1) member of the Executive Committee, together with the Executive Director of the CBC.

5.1.4     The Executive Committee may engage staff and obtain office and other facilities as considered necessary, the costs of which shall be paid out of membership fees and any other revenue of the CBC.

5.1.5     The Executive Committee may establish its own rules for the conduct of its business and may vary such rules.

5.2        Roles and duties of the Executive Committee

5.2.1     The members of the Executive Committee shall consist of the following positions: Chairman; Vice Chairman; Legal Affairs and Secretary; Finance and Treasurer; Membership; Events and Programs; and Public Relations.

5.2.2     The Executive Committee will be responsible for deciding the duties and responsibilities of each officer of the Executive Committee.  The titles of the elected officers of the Executive Committee may be amended from time to time at the discretion of the Executive Committee.

5.2.3     The duties of the officers of the Executive Committee shall be established by the Executive Committee from time to time.

5.2.4    In each year, one member of the Executive Committee shall be given the primary responsibility for liaising with the Canadian Business Council of Abu Dhabi for the purposes of Article 12.3 on terms to be established from time to time by the Executive Committee.

5.3        Election of Executive Committee

5.3.1     The Executive Committee shall be elected from amongst nominated representatives of paid up Members at the Annual General Meeting to be held each year, except that the first Executive Committee will be elected by the founding Members to serve until the first Annual General Meeting.

5.3.2     Upon election, each member of the Executive Committee shall serve for a term equal to the greater of one year or until replaced at an Annual General Meeting.  An Executive Committee member is eligible to be elected and serve three consecutive terms.  However, an Executive Committee member must, upon completing a third consecutive one-year term, stand down for a period of not less than one year before being eligible for re-nomination for election to the Executive Committee. 

5.3.3     Nominations for election to the Executive Committee shall be invited from the Members when giving notice of the Annual General Meeting.  Every nomination shall be supported in writing by at least two Members (excluding the individual seeking election) and shall thereafter be confirmed in writing by the Member being nominated.  All nominations (including confirmations) must be received in writing by the Executive Committee not less than three weeks prior to the date of the Annual General Meeting.  The Executive Committee will circulate the list of nominations to Members not less than two weeks prior to the Annual General Meeting.

5.3.4     Election shall be by simple majority of the members voting.

5.3.5     If for any reason a member of the Executive Committee is removed from office or is otherwise unable to serve a full term, the vacancy will be advised to the Members and the vacancy may be filled by the Executive Committee from any candidates that express an interest in filling the vacancy. The decision of the Executive Committee in relation to filling vacancies shall be final.

5.4        Removal or resignation of members of the Executive Committee

5.4.1     Attendance at a majority of Executive Committee meetings and CBC events as well as active participation in, and contribution to, the business of the Executive Committee and the CBC are considered essential components of service on the Executive Committee.

5.4.2     Any member of the Executive Committee may be removed by a majority vote of the members of the Executive Committee in any of the following circumstances (without limitation):

a fraud;
b misrepresentation; 
c illegal activity (as per the laws of the U.A.E); and
d not fulfilling the requirements set out at clause 5.4.1 above.

5.4.3     In the event any member of Executive Committee is desirous of resigning their position, that member shall provide the Executive Committee with one month written notice, which notice shall include an explanation of their decision to resign. The resignation shall take effect at the Executive Committee meeting immediately following the expiration of the notice period.

5.5        Meetings

5.5.1     The members of the Executive Committee shall meet no less than every five (5) weeks during the months of September to June of each year.  The date and time of all meetings, including the programme for the meeting, shall be notified to the members of the Executive Committee no less than three (3) days in advance of such meeting.

5.5.2     The quorum for all meetings of the members of the Executive Committee shall be a simple majority and all actions shall be taken by a simple majority of those present at such meeting.  In the event that a quorum of members of the Executive Committee are deadlocked, the Chairman (or in his or her absence, the Vice-Chair) shall have a casting vote.

Article 6.         Fees

6.1        Every Member shall pay an annual membership fee as set out in the by-laws of the CBC.  The annual membership fee will be payable on the 30th of April in each year. Annual membership fees shall be for the period from May to April in each year.

6.2        The annual membership fees shall be applied towards administrative and other costs as the Executive Committee shall from time to time determine.  The Executive Committee shall have the right to levy additional fees if membership fees are inadequate to cover administrative and other costs of the CBC.

6.3        No refund shall be made if a Member resigns.

6.4        Membership will be deemed to have lapsed if the membership fee is not paid within the time prescribed by the Executive Committee or prior to the Annual General Meeting, whichever is earlier.

6.5        Should membership lapse due to non-payment of annual fees, the affected Member may apply to the Executive Committee for readmission. Upon approval of any such application by the Executive Committee, all outstanding fees for the current membership year, plus an administration fee as may be set by the Executive Committee, shall become due and payable forthwith. 

6.6       The Executive Committee may determine that the CBC may, from time to time, raise funds through annual “Maple Leaf” sponsorships.  As a matter of corporate governance and to guard against potential conflicts of interest between sponsor and membership interests: in the event the Executive Committee raises funds through such annual sponsorships, the use of these funds shall be allocated to support the CBC mission and membership, and shall be clearly separated from the management and operations budget of the CBC.  The management and operations budget of the CBC will be primarily funded by membership dues and any revenue raised by non-sponsored activity and events.  These two budget revenue and expense items will be clearly and separately outlined in the financial statements of the CBC. 

Article 7.          Audit and Financial Year

7.1        The fiscal year of the CBC shall run from 01 May to the following 30 April.

7.2        The CBC shall have an honorary auditor who shall be elected at the Annual General Meeting, except for the first honorary auditor who shall be elected by the founding members.

7.3        The Executive Committee shall arrange for the accounts of the CBC to be audited at the end of each financial year and for a report from the honorary auditor to be presented to Members at the Annual General Meeting.

Article 8. Changes to Articles of Association

8.1        Proposed changes to these Articles of Association shall be submitted to the Executive Committee with a request for consideration at the Annual or an Extraordinary General Meeting. 

8.2        The Executive Committee shall circulate the proposed changes with the notice convening the General Meeting.  All proposed changes shall require a proposer and seconder and shall be adopted if approved by a majority of the Members representing not less than seventy-five percent (75%) of the Members voting (in person or by proxy) at the duly constituted meeting for the purposes of considering the amendment.

Article 9.          General Meetings

9.1       The Executive Committee shall call an Annual General Meeting once each year.  Business at the Annual General Meeting shall include but not be limited to: a report of the Executive Committee; the honourary auditor's report; the election of a new Executive Committee; and the election of an honourary auditor.

9.2       The Executive Committee may also call an Extraordinary General Meeting if it becomes aware of matters of sufficient importance to the CBC which should, in the Executive Committee's opinion, be put to the Members for a vote.

9.3       The Executive Committee will also call an Extraordinary General Meeting if it receives written notification signed by not less than fifteen (15) paid up Members requesting an Extraordinary General Meeting to be called.  Such notification must include an outline of the matter, in sufficient detail, which the notifying Members wish to be put before the Members for a vote.

9.4        The Executive Committee shall provide Members with not less than four (4) weeks’ notice in writing that a General Meeting has been called. 

9.5        Any Member who wishes to place an item on the agenda of a General Meeting may do so provided that he or she gives notice in writing to the Executive Committee at least three (3) weeks before the meeting. Any Member may also raise any matter to be considered, and voted upon, by the members present at the General Meeting.

9.6        Only paid up Members who have paid their membership fees two (2) weeks prior to the date of the General Meeting shall be entitled to vote at the General Meeting.  Voting will be by simple majority. Proxy votes shall be permitted upon such terms as the Executive Committee may establish. In the event of a tie, the Chairman shall have the casting vote.

9.7        The quorum at a General Meeting shall be fifteen percent (15%) of paid up Members, whether attending in person or by proxy.

9.8        Each General Meeting shall be chaired by the Chairman or, in his or her absence, by the Vice Chairman and failing him or her, by any other member of the Executive Committee.

Article 10.        By-laws

10.1 Members acting at any General Meeting or the Executive Committee at any of its meetings may make, alter, supplement and/or repeal any by-laws of the CBC, as long as such actions are properly on the agenda of the relevant meeting and do not conflict with these Articles of Association.

Article 11.        Dissolution

11.1      The CBC shall not be dissolved except with the written consent of not less than three-quarters of the Members.

11.2      In the event of the CBC being dissolved, all debts and liabilities legally incurred on behalf of the CBC shall be fully discharged and the remaining assets shall be donated to such local charitable organisations as the Executive Committee shall decide.

11.3      Notice of dissolution shall be given to the Members.

Article 12.        Miscellaneous

12.1      The Executive Committee shall from time to time and in its absolute discretion review the status of any of the Members and notify such Members of any change in category of membership.

12.2      The Executive Committee shall liaise with the Canadian Consulate in Dubai on matters of mutual business interest.

12.3     The CBC shall communicate and collaborate on an ongoing basis with the Canadian Business Council of Abu Dhabi on matters of mutual interest.

Article13.      Governing Law

13.1     The CBC and these Articles of Association will at all times be governed by the laws of Dubai and the United Arab Emirates. 

Article 14.     Registration with Competent Authorities