BBG Constitution

1.  DEFINITIONS

1. In this constitution:
   • “The British Company” means a company incorporated in the United Kingdom, or a British business or firm resident in the United Kingdom having directly or indirectly a legally constituted business presence in the Emirate of Abu Dhabi.
   • “British Citizen” means a person who is a British Citizen for the purposes of the British Nationality Act 1981.
   • “Committee” means the committee for the time being of the Group established pursuant to Clauses 7 and 8.
   • “Constitution” means the Constitution as from time to time amended in accordance with Clause 12.1
   • “Group” means the “not for profit” association of members established pursuant to this Constitution under the name “British Business Group Abu Dhabi”.
   • “Group meeting” means a meeting of the Group forming part of the group’s programme of activities for the year.
   • “Membership year” has the meaning ascribed to it in Clause 5.1.
2. References to Clauses, Sections and the Schedule are to clauses and section of and the Schedule to the Constitution.

2. NAME

1. The name of the Group is “British Business Group Abu Dhabi”.

3. MEMBERSHIP

1. There are three categories of membership of the Group, Corporate Representative, Individual and Honorary
   • Those eligible for Honorary membership are:
     • E. The British Ambassador in the United Arab Emirates (ex officio);
     • Any distinguished person of the United Arab Emirates or other nationality with an interest in the development of United Arab Emirates / British Business ties, proposed by the Committee and
     • A British Citizen, having previously had close links with the Group, now located in the United Kingdom, whom the  Committee decides could usefully serve in a liaison capacity between the group and British trade and business associations located in the United Kingdom.
   • Those eligible for Corporate Representative membership are:
     • Any British Company’s most senior staff member living and working in the Emirate of Abu Dhabi who is a British Citizen or such other senior resident employee whom that Company nominates in his place and the Committee approves.
     • The Head of Commercial Section of the British Embassy of Abu Dhabi (ex officio).
     • The British Council’s most senior representative in Abu Dhabi.
   • Those eligible for Individual membership are;
     • Any British Citizen holding a professional or managerial appointment living and working in the Emirate of Abu Dhabi; or
     • Any National of the United Arab Emirates representing British goods or services in the Emirate of Abu Dhabi (whether in his own name or as a sole owner or partner in an Abu Dhabi registered Agency Company); or
     • Any National of the United Arab Emirates who as a sole proprietor, partner or shareholder is in joint venture with a British person, firm or company and any person who in a senior capacity is an employee of or works for such joint venture.
     • Any person holding a senior professional or managerial appointment not otherwise eligible for membership who lives in the Emirate of Abu Dhabi and works for either a British Company an Abu Dhabi registered agency representing British goods or services.
2. Applications for Corporate Representative and Individual membership of the Group should be made in writing, in such form and supported by such documentation, as the Committee may from time to time decide. To be eligible for consideration, applicants must be able to demonstrate to the satisfaction of the Committee that they meet the criteria applicable to the category of membership for which they are applying.
3. Applicants for the Corporate Representative of Individual membership of the Group who comply with Clause 4.2, and who are otherwise approved by the Committee, ay become members of the group in the appropriate category on payment of the relevant subscription for the current membership year.
4. A member selected by the Committee who continues to be eligible for membership of the Group under the Constitution may remain a member until the end of the current Membership Year and thereafter, on payment of the applicable annual membership subscription, from year to year (subject to Clause 4.7).
5. Members who no longer meet the requirements for membership of the category to which they were elected will automatically cease to be members of the Group, but may apply for membership of another category should they meet the criteria for membership of the category.
6. Members who are otherwise eligible for membership but do not renew their annual subscription within the renewal period stipulated  from time to time by the Committee will automatically cease to be members of the Group but may re-apply.
7. The Committee reserves the right at its sole discretion to approve or reject any application for membership of the group even if the applicant otherwise meets the requirements for the category of membership for which he or she is applying, and may do so without giving any reason. The Committee may also, without giving any reason, decline to re-register a member at the end of a Membership Year. Where, in the sole opinion of the Committee, the continuing membership of a particular individual would be detrimental to the Group and / or its interests, the Committee may withdraw the membership of that individual. Any Honorary member of the Group serving for the time being in a UK liaison capacity may be removed and replaced at any time by the Committee. The Committee’s decision on all matters to do with membership of the Group is final.
8. By making application to become a member of the Group, the applicant is deemed to have agreed to be bound by and to have accepted for all purposes the Constitution.
9. Associate status is open to any individual who is not eligible for membership of the Group according to the Constitution, but who is interested in the promotion and development of business relations between the United Kingdom and the Emirate of Abu Dhabi and the United Arab Emirates, and who applies and is accepted for associate status. There is no restriction on where an associate is resident or domiciled nor on his or her nationality.  References in the Constitution, other than in Clause 7, to members, membership and subscriptions shall where the context allows apply equally to associates, associate status and associate subscriptions.

4. MEMBERSHIP YEAR

1. The Membership Year is from 1st January in one year to 31st December in the same year.

5. ANNUAL MEMBERSHIP SUBSCRIPTION

1. The membership subscription for each Membership Year will be fixed in advance by the Committee and is intended to provide sufficient funds to cover the running costs of the group and the furtherance of the group’s aims.
2. Unless the Committee approve a longer period, membership subscriptions are due within two weeks of the commencement of the membership year to which they relate.
3. Honorary members of the group will be exempt from payment of membership subscriptions and consequently the provisions of Clauses 4.4, 4.5 and 4.6 in so far as they relate to membership subscriptions will not apply to them.

6. COMMITEE

1. The Committee will comprise fourteen members of the Group (whether Corporate Representative, Individual or Honorary) who have indicated their willingness to serve and the Director, UK Trade and Investment at the British Embassy in Abu Dhabi and the British Council’s most senior representative in Abu Dhabi (both ex officio), sixteen members in all. With the exception of the Director, UK Trade and Investment and the British Council’s senior representative, no candidate will be eligible for consideration unless they have been resident in Abu Dhabi for not less than twelve months and are nominated by at least three Corporate Representative members of the Group.
2. Committee Committee members (other than the Director, UK Trade and Investment and the British Council’s senior representative whose appointments continue for so long as they remain in post) hold their appointment for so long as they are members of the Group or until the end of the Group Meeting next following the second anniversary of their appointment as Committee members, whichever is the less (unless they otherwise cease to be Committee members under the Constitution). Retiring Committee members who remain members of the Group may be re-nominated and re-elected.
3. Vacancies to the Committee will be notified to the membership of the Group in writing. All other things being equal, the aim is to ensure that those appointed to the Committee collectively reflect a broad cross-section of British Business interests. Candidates wishing to become members of the Committee should submit their applications in writing to the Committee, supported by the nominations of three Corporate Representative members of the group. Applications should be presented in such a form and within such a period as the Committee shall from time to time at its sole discretion decide.
4. In the event that there is competition to fill a vacancy on the Committee, an election will take place at which Corporate Representative members of the Group only will be eligible to vote. They will have the right to cast one vote for each vacancy. The candidate (or where there is more than one vacancy, the candidates) receiving the most votes will be deemed elected. In the event of a tie, the chairman of the meeting of the Committee next following the closing date of the election will have a casting vote (such vote will be in addition to any votes he may be entitled to exercise as a Corporate representative member of the group).
5. Committee meetings will be held at least six times in each Membership Year. A quorum for a Committee meeting will be not less than six Committee members present provided that there is present at last one of either the Group Chairman of the Group Deputy Chairman. If neither the group Chairman nor the Group Deputy Chairman is present, the quorum for a Committee meeting will be either or more Committee members present.
6. Committee meetings will be held at such time and place as the Committee may from time to time determine. Reasonable notice of the time and place of Committee meetings, as well as details of the agenda, will be given to the Committee members in advance of each meetings.
7. At the first Committee meeting in each Membership Year, the Committee will elect from amongst their number a Group Chairman, Group Deputy Chairman, Group Treasurer, Group Secretary, Group Membership Secretary, Group Speakers Secretary and Group Events Secretary (and such other Secretaries (if any) with such responsibilities as the Committee shall determine to be beneficial to the interests of the Group), who will each hold office (unless they otherwise cease to be Committee members under the Constitution) until the first Committee meeting in the following Membership Year.
8. The Group Chairman will preside at meetings of the Committee but in his / her absence, the Group Deputy Chairman, if present, will preside. If both the group Chairman and the Deputy Group Chairman are absent, Committee members will choose one of their number to preside provided that the Committee meeting is quorate.
9. Resolutions of the Committee meetings will be decided on a show of hands. Each Committee member present will have one vote. Decisions of the Committee will be recorded in minutes of meetings kept by the group Secretary.
10. The Committee’s responsibilities will be to conduct and generally direct the affairs of the Group in accordance with its aims and the Committee is hereby vested with full power and authority in this regards. To the extent that matters relating to the affairs of the Group are not covered by the Constitution or require further amplification, interpretation or expansion, the Committee has full power and authority to supplement, amplify, interpret or expand them. The Committee is specifically empowered to form sub-committees (reporting to the Committee) and to co-opt or otherwise utilise the services of non-Committee members where in the opinion of the Committee this would be beneficial to the interests of the group. In addition, the Committee has full power and authority to define and re-define the functions of the various Group officers, to appoint additional officers, to change descriptive titles and to designate who shall have signing authority on behalf of the group.
11. The Group Chairman is authorised to represent the Group in all matters concerning third parties and, in the Group’s relations with third parties, the Group Chairman’s signature shall be deemed to be that of the Committee.
12. Committee members will not receive any financial remuneration in their capacity other than the refund of actual expenses incurred in the course of performing their duties on behalf of the group.
13. A Committee member may resign as a Committee member or as a holder of a Group office at any time on notice in writing to the Committee. A Committee member who is absent from more than three consecutive Committee meetings without a reason acceptable to the Committee shall be deemed to have resigned.  A Committee member who resigns as such will be deemed automatically to have resigned any Group office he or she may hold.
14. A Committee Member may be removed from the Committee or from a Group Office by a minimum of two-thirds of the Committee membership at the time of voting for his / her removal. No reason need be given

7. AUDITED FINANCIAL STATEMENTS AND AUDITORS

1. The Committee shall arrange for Audited Financial Statements to be prepared for each Membership Year of the Group at the expense of the Group. These statements will be available for inspection by members within three months after the end of the membership year. The Financial Statements will be approved by written resolution of not less than a majority of Corporate Representative Members of the group for the time being.
2. The Auditors shall be a firm of internationally recognised Accountants licensed to practise in Abu Dhabi which may be appointed and replaced from time to time, and their remuneration agreed by the Committee.

8. GROUP NON-PROFIT MAKING AND LIABILITY

1. The Committee shall arrange for audited financial statements to be prepared for each financial year of the Group at the expense of the Group. These statements will be available for inspection by members within three months after the end of a financial year.  The financial statements will be approved by written resolution of not less than a majority of Corporate Representative members of the Group for the time being.
2. The Group is intended to operate on a non-profit making basis. In the event that there is a surplus of income, over expenditure, the surplus may be retained to meet future expenditure of the Group, applied to enable membership subscriptions and fees of a subsequent year (or years) to be waived or reduced, or distributed to a UK registered charity or a local worthwhile cause, as the Committee in each case at its sole discretion decide.
3. It is not intended that members of the Group incur liabilities to third parties by reason of their Membership of the Group.
4. The Committee and Committee Members acting in good faith as such as Group Officers will not have any personal or collective liability for their acts or omissions.

9. MEETINGS OF THE GROUP AND GUESTS

1. Group Meetings will usually be open to all categories of membership subject to seating availability and payment of the applicable fee for that meeting. The Committee reserves the right however to hold Group Meetings for individual categories of members.
2. Guests may be admitted to the Group Meetings at the sole discretion of the Committee, subject to seating availability and payment of the applicable fee for that meeting. Applications for the admission of guests to a Group Meeting should be made to the Committee in advance in good time. It is within the discretion of the Committee to decide the mix of members and guests at any particular meeting.
3. The Committee will have sole discretion to decide the applicable fee for a particular Group Meeting.

10. CHANGES TO CONSTITUTION AND OTHER MATTERS

1. Amendments to the Constitution may be made by the Committee with the approval in writing of a majority of the Corporate Representative Members of the group.
2. If 75% of Corporate Representative members of the group for the time being are dissatisfied with the conduct of the Committee, they may disband it by notice in writing to the Committee and appoint a new Committee.
3. The Group itself may be disbanded if 75% of Corporate Representative members of the Group for the time being at any time in writing so decide. The dissolution will take place under the supervision of a firm of internationally recognised and locally licenced Accountants. Any surplus funds, after paying all expenses of the Group, including the costs of winding it up, will be distributed to a United Kingdom registered charity or local worthwhile cause, as determined by the Committee at its sole discretion.
4. The provisions of this Clause 12 (unless altered pursuant to Clause 12.1) are to be regarded as supervening all other provisions of the Constitution.