PREAMBLE
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:"
ARTICLE I
NAME AND OFFICE
- There shall be established in the Emirate of Abu Dhabi in the United Arab Emirates (“U.A.E.”) an organization to be known as the Canadian Business Council Abu Dhabi with its registered office located in the City of Abu Dhabi (referred to in this Constitution as the “Council“).
- The Council shall be a voluntary non-profit organization.
- The Council shall not engage in any political activity in the United Arab Emirates or allow its funds or facilities to be used for political purposes in U.A.E or elsewhere.
ARTICLE II
OBJECTIVES
- The objectives of the Council shall be:
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
determined by the Board of Directors.
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.
ARTICLE III
MEMBERSHIP
- The Council shall have the following four categories of members:
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 Members
17. 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.
ARTICLE IV
BOARD OF DIRECTORS
- The affairs of the Council shall be managed by a Board of Directors of not more than 11 members to be elected, acclaimed or appointed as set out below.
- Eight members of the Board of Directors shall be elected among the Paying Members. In addition, the last Chairperson preceding the current Chairperson shall be invited to join the Board of Directors as ex-officio member. In the event the past Chairperson declines the invitation, the position shall remain vacant and the Board of Directors shall have eight members.
- At its discretion and based on the Council's interests, the Board of Directors shall appoint up to two additional Board of Director members.
- A representative of the Canadian Embassy shall be an ex-officio non-voting observer, with participation rights, on the Board of Directors.
- The term of each elected or acclaimed director of the Board of Directors shall be until the second AGM following the election or acclimation of that director. Where a director has been appointed outside of an AGM, that director shall run for election at the AGM immediately following the director's appointment.
- The Board of Directors shall designate the officers of the Council among the Board of Directors elected members. The officers of the Council shall be determined by the Board of Directors and shall include a Chairperson, Deputy Chairperson, Secretary, and Treasurer. All officers shall be Canadian citizens resident in the U.A.E.
- The Board of Directors shall have all the powers necessary to act on behalf of the Council and such powers shall include, without limitation:
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.
9. The Council shall indemnify all members of the Board of Directors and hold them harmless against any loss or liability arising out of performance of their duties, including defense of actions, and liability arising therefrom, resulting from their negligence unless their actions were malicious.
ARTICLE V
ELECTION OF THE BOARD OF DIRECTORS
- (a) Any Paying Member who is in good standing, a Canadian citizen, and a legal UAE resident, is eligible to either (i) run for election to the Board of Directors, or (ii) be appointed by the Board of Directors outside of an AGM (in accordance with clause IV(3)). (b) Upon written notification by the corporate member to the Board of Directors, the individual corporate representative may also be subsequently replaced by another individual corporate representative.
- Members of the Board of Directors shall be elected at an AGM to hold office until the close of the second AGM following such member’s election.
- Except as otherwise provided in this Constitution, a member of the Board of Directors is eligible to be elected and serve two (2) consecutive terms. Upon completing a second consecutive term, such member must stand down for not less than one (1) year before being eligible again for election to the Board of Directors. This limitation does not apply to the past Chairperson serving as ex-officio member of the Board of Directors pursuant to Clause 2 of Article IV. Such past Chairperson shall however stand down for a period not less than one (1) year before seeking election in any other capacity on the Board of Directors.
- Nominations for membership of the Board of Directors will be invited from the Paying Members at the same time as notice of the AGM is given. The election and nomination sub-committee may also solicit or encourage nominations prior to issuance of the AGM notice. In any case, every nomination shall be received by the Board of Directors at least one week before the date of the AGM at which the nominees are to run for election. Exceptionally, with the approval of the election and nomination sub-committee, a nomination for the Board of Directors may be submitted any time prior to the AGM commencing.
- The Board of Directors will circulate the list of all nominations to all members not less than one (1) week prior to the AGM at which such nominees are to run for election, and in case additional Board of Director nominees come forward thereafter, the Board of Directors will distribute the updated list of nominations and announce the new nominees to all members as soon as reasonably possible prior to or at the AGM.
- Election of the Board of Directors shall be done by simple majority of the Paying Members present in person or by proxy at the AGM. Proxy votes will be permitted upon such terms as the Board of Directors may establish. Where the number of vacancies is equal to or exceeds the number of nominee directors, an election is not required and the nominees shall be acclaimed at the AGM.
- Any vacancy on the Board of Directors may be filled by decision of the Board of Directors and any Director so appointed shall serve for a term to expire at the close of the first AGM following such appointment. For the avoidance of doubt, this initial term shall not count for purposes of determining whether the member has served the two-term maximum set out in Clause 3 of this Article V.
- Any member of the Board of Directors may be removed by a resolution passed by not less than two-thirds of the members of the Board of Directors present at a duly held meeting if, in the opinion of the Board of Directors such member is not fit to serve on the Board of Directors for any reason, including, without limitation, committing fraud or other illegal activity, or in the event a member misses four (4) consecutive meetings of the Board of Directors for no valid reason or does not actively participate in the activities of the Council.
ARTICLE VI
FEES
- Membership as well as administrative fees shall be established by the Board of Directors from time to time and made available to the members.
- The Board of Directors shall have the right to levy additional fees if membership fees are inadequate to cover administrative costs of the Council.
- Membership fees are payable annually on the anniversary of a member’s joining date and are non-refundable.
- Membership will be deemed to have lapsed if the annual fees are not paid within the time prescribed by the Board of Directors
ARTICLE VII
MEETINGS OF THE BOARD OF DIRECTORS
- The Board of Directors shall meet as often as deemed necessary by the Board of Directors but in any event not less than ten (10) times per year. The date and time of all meetings and the program for the meeting will be notified to members of the Board of Directors in accordance with the by-laws.
- The quorum for all meetings of the Board of Directors shall be a simple majority and all actions shall be taken by a simple majority of those present at such meeting.
- Each member of the Board of Directors shall have one vote. The Chairperson (or in his or her absence, the vice-chairperson or the member acting as chairperson of the meeting) shall have a casting vote.
- Any Paying Member of the Council shall be entitled to attend as observer to any meeting of the Board of Directors and to participate as determined by the chairperson of the meeting. The Board of Directors has discretion to hold certain meetings or portions of meetings without observers if the Board of Directors is of the view that the interests of the Council so require.
ARTICLE VIII
AUDIT AND FINANCIAL YEAR
- The financial year of the Council shall run from 1 January to the following 31 December.
- The members shall at each AGM appoint an independent auditor or auditors (the “Auditor”) to hold office from the conclusion of that meeting until the conclusion of the next AGM.
- The Board of Directors will arrange for the financial accounts of the Council to be audited by the Auditor at the end of each financial year and for a report from the Auditor to be presented to members at the AGM.
- At each AGM the members will be asked to approve the audited financial accounts for the last financial year prior to the date of the AGM.
ARTICLE IX
CHANGES TO CONSTITUTION
- Any amendment to this Constitution shall be approved by not less than two-thirds of the members present in person or by proxy and entitled to vote at a duly convened AGM or EGM.
- The Board of Directors can propose amendments to the Constitution.
- Members can propose changes to the constitution to the Board of Directors. Such proposals shall be submitted to the Board of Directors in writing and supported by not less than twenty (20) Paying Members.
ARTICLE X
GENERAL MEETINGS
- The Board of Directors shall call an AGM to be held no later than sixty (60) days after the end of a financial year.
- Business at the AGM shall include at a minimum: (i) a Report of the Board of Directors (ii) the Auditor’s report (iii) approval of the financial accounts; and (iv) election of the Board of Directors.
- The Board of Directors may also call an EGM if it becomes aware of matters of sufficient importance to the Council, which should, in the Board of Directors’ opinion, be put to the members for a vote and where it is impracticable to wait until the next AGM.
- The Board of Directors will also call an EGM if it receives written notification signed by no less than twenty (20) Paying Members that they wish an Extraordinary General Meeting to be called. Such notice for EGM must include an outline of the matters to be considered at the EGM.
- The Board of Directors shall provide the membership not less than four (4) weeks notice in writing that a General Meeting has been called.
- Only Members who have paid their membership fees two (2) weeks prior to the date of a general meeting shall be entitled to vote at such meeting. Decisions at a general meeting, unless otherwise provided for in this Constitution, shall be made by simple majority of the Paying Members present in person or by proxy. Proxy votes will be permitted on such terms as the Board of Directors may establish.
- The Chaiperson of the meeting shall have the casting vote.
- The quorum at an AGM or EGM shall be the members present at such meeting present in person or by proxy. However, if the number is less than twelve (12) members, the members present may resolve, by simple majority, to adjourn the meetings to another date, to be fixed by the Board of Directors.
ARTICLE XI
DISSOLUTION
- The Council shall not be dissolved, except with the written consent of not less than three-quarters (3/4) of voting members.
- In the event of the Council being dissolved, all debts and liabilities legally incurred on behalf of the Council shall be fully discharged, and the remaining assets shall be donated to such local or international charitable organizations as the members shall have decided.
- Notice of dissolution shall be given to the members by the most efficient means available.
Transitional Provisions
- These transitional provisions will be referred to as the "Constitutional Transitional Provisions".
- Within two months following the financial year ending 31 December 2019, an Extraordinary General Meeting will be called to ask the members to approve the audited adjusted financial statements.
- In 2020, no AGM will be held.
- After the 2019 election, the general elections for the Board of Directors will be held in February 2021.
- Board of Directors elected or acclaimed prior to 2019 will, in the ordinary case, continue to hold office until the AGM held in February 2021, at which point, if eligible, they must run for re-election to continue their directorships.
- Board of Directors elected in 2019 will, in the ordinary case, continue to hold office until the AGM held in February 2022, at which point, if eligible, they must run for re-election to continue their directorships.
- The Constitutional Transitional Provisions will be retained in the CBC's records, but will be removed from the Constitution after the AGM held in February 2022.
- Nothing in the Constitutional Transitional Provisions prevents a Director from resigning or being removed, in accordance with the Constitution, during his or her term.
- In case of any conflict between the Constitutional Transitional Provisions, and other provisions under the Constitution, the Constitutional Transitional Provisions shall prevail.