ARTICLES OF ASSOCIATION
of
The Canadian Business Council of Dubai and the Northern Emirates
in the United 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 These Articles of Association regulate basic aspects of
the operations of the CBC including as to its objectives, membership,
financing, meetings, voting
rights 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 two years or until replaced at an
Annual General Meeting. An Executive Committee member is eligible to be
elected and serve two consecutive terms. However, an Executive Committee
member must, upon completing a second consecutive two-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 until the next
Annual General Meeting 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. At the end of
each fiscal year and after ensuring that all financial commitments relating to
the CBC mission and membership have been satisfied and paid for, the Executive
Committee may elect to transfer any excess funds within the sponsorship budget
to the management and operations budget 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.
Article 13. 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
14.1 These Articles
of Association have been duly approved by the Members on June
4th, 2018 and subsequently deposited with the Dubai Chamber
of Commerce and Industry in accordance with the provisions of Dubai
Law No. 9 of 2012.