WHEREAS the Canadian Business Council Abu Dhabi was established in 2005 by the following founding members: Mohammed Awad, Essam Azar, Muwaffaq A. Ghazi, Michel E. Maamary, Jack Matar, James Metcalfe, Laurent Rigaud, , Romeo Rojas and Dr. Mousa J. Al-Silwadi;
WHEREAS the Canadian Business Council has obtained its commercial license as a “Businessmen Symposium” from the Department of Economic Development of Abu Dhabi;
WHEREAS the Canadian Business Council has grown significantly in scope and membership since its establishment and the members believe that amendments to the Council’s Constitution are necessary and essential to reflect the evolution of the Council and to modernize its constituting document;
"THEREFORE the members have adopted the following amended and restated Constitution at the Annual General Meeting held on 13 June 2010, and as further amended 27 June 2018 and 16 June 2019:"
a) To promote the development of business relations, commerce and investment between Canada and the United Arab Emirates with a particular focus on the Emirate of Abu Dhabi.
b) To provide the opportunity for Canadian business executives representing Canadian companies with a presence in the U.A.E. or Canadian executives working with local companies in the U.A.E. to meet on a regular basis and to act as a forum for the exchange of information related to current and expected business opportunities.
c) To provide to its members a link with organizations in Canada dedicated to the development of trade between Canada and the U.A.E. as well as corporate investment.
d) To promote Canadian businesses and products, organize events for the improvement of relations between the U.A.E. and Canada, and to display to the local community and others the interest and commitment of Canadian business people to the U.A.E. market.
e) To assist Canadian companies and business people who are establishing or contemplating to establish a trading base in the U.A.E.2. The Council may do all lawful things which may be incidental or conducive to the attainment of the foregoing objectives or as may be
3. The above list is not exhaustive and may be amended or enhanced by the Board of Directors (as hereinafter defined) to include any lawful activities which, in the discretion of the Board of Directors, help achieve the objectives of the CBC.
a) Corporate Members (Canadian)
b) Individual Members (Canadian)
c) Associate Members (Corporate or Individual)
d) Honorary Members
2. Except as otherwise provided or limited in this Constitution, all members shall have the same rights, and benefit equally from, the services and activities of the Council. Only Corporate Members, Individual Members and Associate Members (collectively, the "Paying Members") shall have the right to vote at every Annual General Meeting (“AGM”) and any Extraordinary General Meeting (“EGM”).
3. There shall be no restriction on the number of members in the Council.
4. The application and admission procedure for new members shall be adopted by the Board of Directors from time to time.
5. The Board of Directors may review every application for membership and determine, in its sole discretion, whether or not an applicant meets the criteria set out in this Constitution and under which category an applicant should be admitted.
6. The Board of Directors may, from time to time, adopt policies or procedures for application for membership as well as standards and guidelines for accepting new members.
7. Memberships are not transferable.
8. The Board of Directors will maintain a register of all members.
9. Every member shall notify the Council of any impending change in its status which might affect its eligibility for membership and the Board of Directors will, at its discretion, be entitled to review the status of the member from time to time.
Corporate Members (Canadian)10. The following entities are eligible for Corporate Membership:
a. companies or other corporate entities incorporated under the laws of any Province or Territory in Canada or under Canadian federal law (“Canadian Companies“) and having a permanent establishment (through a branch or corporate subsidiary) in the U.A.E.; and
b. companies or other corporate entities incorporated outside Canada that have a permanent establishment (through a branch or corporate subsidiary) in the U.A.E and that (i) are wholly-owned or controlled by Canadian companies or persons, (ii) have Canadian senior management (as may be determined by the Board of Directors) or (iii) have a presence in Canada.11. The Board of Directors may, in its discretion, consider applications for Corporate Membership from Canadian Companies that have no presence in the U.A.E (“Offshore Corporate Members“). Applications for Offshore Corporate Membership must be done in writing and provide an outline of the applicant’s 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.
12. Each Corporate member shall designate one representative among its senior executive officers and, in his/her absence, one alternate to represent the Corporate Member at the Council’s activities and meetings and exercise the Corporate Member’s voting rights. Both the representative and the alternate are entitled to benefit from all the services and participate to all the activities of the Council as full members, but only one of them at any given time may exercise the Corporate Member’s voting right.
Individual Members (Canadian)
13. The following persons are eligible for Individual Membership:
a. Canadian citizens resident in the U.A.E. who are executives or hold senior positions at companies or other entities having a permanent establishment in the U.A.E. (whether such companies or entities are Canadian Companies or not) ; and
b. Canadian citizens resident in the U.A.E. who are professionals, practicing in the U.A.E.14. The Board of Directors may consider applications for Young Professional Membership from individuals who are less than 30 years of age at the time of application and who otherwise qualify as Individual Member (“Young Professional Members“). Although the Board of Directors may decide to apply different membership and administrative fees to Young Professional Members, Young Professional Members shall fully benefit from the same rights and privileges as Individual Members.
Associate Members (Corporate or Individual)15. The Board of Directors may consider applications for Associate Membership from individuals or companies who are neither Canadian citizens nor Canadian companies but who are agents trading in the U.A.E on behalf of Canadian companies or are companies who provide valued services to the Canadian community in the U.A.E.
16. The Board of Directors at its sole discretion, and upon unanimous vote, may accept applications for membership as Associate Members from individuals who the Board of Directors considers to have certain close connections with Canada, and who have demonstrated an affinity towards Canada for a period of time.
Honorary Members17. The resident Canadian Ambassador shall be an Honorary Member for the duration of his/her mandate.
18. The Board of Directors may, from time to time and upon unanimous consent, admit certain persons (whether Canadian or non-Canadian citizens) that the Board of Directors considers have contributed significantly to the Council as Honorary Members. The Board shall establish its own selection criteria for admitting Honorary Members.
20. Honorary Members shall be exempt from payment of membership fees.
22. Honorary Members are not eligible for election on the Board of Directors or any other elected position, except as otherwise provided in this Constitution.
a) Determining membership fees and guidelines for membership admission in accordance with this Constitution and accepting or rejecting applications for membership;
b) Enacting, amending or repealing any by-laws and regulations governing the affairs of the Council in accordance with this Constitution, which by-laws shall come into force upon their approval by the Board of Directors and shall be submitted to the members for approval at the first AGM following their adoption or amendment, as the case may be;
c) opening and operating bank accounts in the name of the Council and designating authorized signatories;
d) creating sub-committees of the Board of Directors on which Members may be invited to serve and delegating such authority the such sub-committee as the Board of Directors deems appropriate;
e) appointing an Advisory Board, whose function is to provide non-binding strategic advice to the Board of Directors, and to whom the Board of Directors provide a verbal report once a year; and
8. The Board of Directors may establish its own rules and internal procedures for the conduct of its business.
f) hiring employees, leasing office space and other facilities as necessary and take any and all actions which, in the sole discretion of the Board of Directors, are necessary or desirable to give effect to the objectives of the Council and this Constitution.
Furthermore, in accordance with Article IV(7) of the Constitution, the acts of the current and former Board of Directors and each individual director is ratified and each current and former director is indemnified and held harmless against any loss or liability arising from the performance of his or her duties as a director during the last financial year.