Art.
1: Establishment and name
1. There shall be
established in Abu Dhabi a group to be known as the Polish Business Group
(referred to in this Constitution as the GROUP).
2. The Group shall
be a voluntary, non-profit making organization of individuals and companies,
not engaging in any activity of a political nature, acting according to the
laws of the UAE.
Art.
2: Objectives
1. To contribute to
the expansion of business relations between Poland and the UAE.
2. To provide for
members of the Group a forum for the exchange of up-to-date information and
experience relating to business opportunities and activities both in Poland and
in the UAE.
3. To liaise with
the Embassy of Poland in Abu Dhabi on matters of interest to the Group.
4. To provide for
members of the Group a platform to communicate with prominent government and
business representatives of Poland and the UAE.
5. To provide a
link with organizations and associations in Poland active in the members scope
of interests and/or dedicated to the development of Poland/UAE trade and
corporate investment.
6. To organize
business and social meetings, seminars, conferences, cultural and sports
events, as well as participation in fairs and exhibitions.
7. To assist the
Embassy of Poland in Abu Dhabi in formulation of policy guidelines aiming at
optimizing economic relations between Poland and the UAE.
8. To provide
support to official Polish delegations and prominent executives visiting the
UAE.
Art.
3: Membership
1. Corporate Representative
Membership
A Polish company registered in Poland, having direct or indirect but
legally recognized branch in
United Arab Emirates or company set up in United Arab Emirates with share of
Polish capital, managed by or with participation of Polish managerial staff.
Corporate Member is represented by most senior staff member living and working
in the UAE or such other senior resident employee whom that company nominates
in his place and the Board approves.
2. Individual
Membership
- Any Polish citizen living and working in the UAE; or
- Any National of the United Arab Emirates representing Polish goods or
services in the UAE (owner or partner in a UAE registered company); or
- Any person who does not comply with the above but who lives in the UAE and
works for either a Polish company or an UAE registered agency representing
Polish goods or services.
3. Honorary
Membership
Distinguished persons invited by the Board and having the unanimous
consent of the Board. This applies also to the post of the Honorary Chairman of
the Group, a UAE national.
4. Associate
Membership
Any individual who is not eligible for any form of memberships above,
but who is interested in realization of statutory objectives of the Group.
There is no restriction on where an Associate is resident or domiciled or on
his /her nationality.
5. Miscellaneous
a) Corporate Representative Members and Individual Members shall be
entitled to vote at any General Meeting and be counted as part of a
quorum. Corporate Members shall be granted two votes and Individual members
shall be granted one vote during Annual and regular group meetings. Both
Corporate and Individual members can be elected member of the board of the
Group. The Polish Business Group in the United Arab Emirates - Constitution
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b) Honorary Members
and Associates are eligible to attend and speak at any General Meeting but are
not eligible to vote and will not be count as part of a quorum.
c) Members have the
right to take active part in Group activities and arranged meetings, use the
help, advice and other forms of Group assistance, make and request
information related to Group business and activities.
d) Corporate and
individual members duties include adherence and respect of the Constitution,
Dissemination of information related to business activities of the Group in
accordance with. Statutory objectives. Look after the reputation of the Group.
Pay membership fees on time and participate in realization of Group vision.
e) The Board will
review every application for membership and shall decide whether it is to be
accepted as the case may be and shall have an absolute discretion in connection
therewith.
f) Every member
shall notify the Board in writing of any impending change in status, which
might affect his/her, eligibility for membership.
g) The membership
cease to be valid in case the member informs the Group in writing about his
intention to leave the group, liquidation of the Group, member death, unpaid
fees for longer than 3 months and after previous written notice, by violating
the Constitution or working against the Group objectives. Corporate
membership cease in case of dissolution or liquidation of the member company,
h) The Board has
the right from time to time verify and amend at its own discretion the status
of members and notify them in writing about any changes in the category of
memberships.
i) The Board has
the right to expel any member from the Group if member association is no
longer with accordance of the Group interest.
Art.
4: Board
1. General affairs of the Group will be administered by a Board of eight
members.
2. The Board shall
designate the officers of the Group, which shall include a Chairman,
Vice-Chairman, Secretary and Treasurer. The Board shall elect the officers from
among its membership.
3. Chairman of the
Board is Polish citizen is responsible for administrative issues of the Group,
representation, liaison with U.A.E government officials and other institutions
and organizations as well as is in charge of executing decisions of the Board.
Ex-Chairmen shall become members of the future Boards, however, shall not have
voting rights during voting of the Board.
4. Vice Chairman -
Polish citizen is responsible for accomplishment of tasks given by Chairman and
representation by proxy during Chairman absence.
5. Secretary scope
of duties relates to documentation of Group activities, maintenance of minutes
meetings after each Board meeting and Annual meeting, distribution among group
members of up to date information
6. Group Treasurer
responsibility evolves and relates to financial status of the Group,
Documentation and expenses reports must be maintain to date and submitted to
The Board for revision after that yearly summary report will be submitted
to independent auditor.
7. The remaining
Board members are responsible to follow and carry out designated tasks by Board
or the Chairman pertaining to Group statutory objectives.
8. The Board is
responsible for planning future policy, programs, speakers and events, as well
as
submitting reports.
9. The Board shall
meet before every meeting of the Group, at least five times per year during the
term of the Board.
10. The Board is
responsible for accepting or rejecting applications for membership and will not
be obliged to give any reasons for its decisions.
11. The Board is
authorized to open and operate bank accounts in the name of the Group and
signatories on all bank accounts shall be such of the Board members as the
Board shall from time to time designate.
12. The Board may
engage staff and obtain office and other facilities as considered necessary,
the costs of which shall be paid out of membership fees.
13. The Board may
establish rules for the conduct of its affairs in accordance with the
objectives of the Group and may amend them according the requirements.
14. All officers
and members of the Board shall serve for terms of two years, or until their
successors take office.
15. Vacancies in
any offices or elective positions on the Board shall be filled by the Board.
The Board shall determine when a vacancy exists and shall fill every vacancy
within four months.
16. Board decisions
are taken during Board meetings by simple majority votes in case of equal votes
numbers decision is made by the Chairman.
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17. Board decisions
may be appealed to the Annual Group Meeting.
Art.
5: Election of the Board
1. The first Board will be elected by the founding members and will
serve until the first Annual General Meeting.
2. Except for the
first Board, the Board will be elected from amongst members of the Group with
the right to vote. The election will take place at the Annual General Meeting.
3. The Board will
serve for two years. Members of the Board shall be eligible for re-election.
4. Nominations for
Board members will be presented during the Annual General Meeting.
5. Election will be
by simple majority of the members voting.
6. If for any
reason a member of the Board is unable to serve a full term, the vacancy may be
filled by another member of the Group.
Art. 6: General Meetings
1. The Annual General Meeting shall be held each year. The first Annual
Meeting shall be held not later than 15 December 2006. The agenda shall include
(but not be limited to):
- Report of the Board;
- Report of the previous years accounts;
- Election of the Board and officers (every two years);
- Election of the Honorary Auditor;
- Other Business
2. The Annual
General Meeting shall be called by the Board giving not less than four weeks
notice to members. All other Meetings at which official business of the Group
will be discussed or votes taken will be called by the Board giving not less
than fourteen (14) days notice to members.
3. Extraordinary
meeting can be called upon the written consent of at least 50% of the Group
members eligible for voting.
4. Voting will be
by a simple majority and, in the event of a tie, the Chairman shall have a
casting vote. A member of the Group may appoint another member who is entitled
to vote as a proxy. Board must be notified in writing prior to the meeting.
5. The quorum for a
General Meeting shall be formed by members participating in a meeting and
representing not less than 20% of the total voting rights.
6. In the event of
no quorum present at an Annual General Meeting or a General Meeting, the
meeting shall be adjourned. A place, date and time will be provided later.
Notice shall be sent to all members at least two weeks before the rescheduled
meeting. Should the number then present be insufficient form a quorum,
those present shall be considered a quorum.
7. Each General
Meeting shall be chaired by the Chairman of the Group or, in his absence, by
the Vice- Chairman, and failing him, by another member of the Board.
Art. 7: Other meetings
1. Other Meetings
will be (organized) by the Board. The Board will notify its members in advance
about the date, time and the agenda of all meetings.
2. The Board may
organize meetings open to non-members of the PBG
3. The Board may
organize meetings related to a certain category of business at which attendance
will be restricted to members relevant to the nature of the business.
4. Members are
encouraged to suggest to the Board topics for discussion and prospective
speakers or make presentations valuable in terms of realization of the Group objectives.
5. Members may
invite guests to Group meetings. The names of all guests shall be submitted to
the Board in advance. Any person who is eligible for membership may come as a
guest to a meeting but no such person shall be a guest more than twice during a
calendar year.
Art. 8: Fees
1. Every member,
except for Honorary Members, shall pay an entrance fee and an annual membership
fee. The annual membership fee shall be payable on a date to be set up by the
Board and will be in respect of the financial year of the Group. The Polish
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2. The fees will be
fixed by the Board and will be applied towards administrative and other costs,
as the Board shall from time to time determine.
3. A reduction of
50% of the annual membership fee will be made if a member joins during the
latter half of the financial year. A refund will not be made if a member
resigns.
4. Membership will
be deemed to have lapsed if the annual fee is not paid within the time
prescribed by the Board.
Art. 9: Audit
1. The Group 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.
2. The Honorary
Auditor shall audit, or shall appoint independent auditors to audit, all
accounts and assets of the Group and shall present a report to the next Annual
General Meeting.
Art. 10: Information
1. The Board will
maintain an up-to-date list of its members and their Polish business interests.
This information will be available to all members on application to the Board.
2. The Board will,
at its discretion, distribute circulars to members containing information or
news considered to be of interest to members.
Art.
11: Formation of the Group
1. The Group shall be formed by the unanimous adoption of the
Constitution by the founding members.
2. Upon the
adoption of the Constitution the founding members shall elect the first Board
of the Group, which shall serve until the elections at the first Annual General
Meeting.
3. The first Board
shall take all actions and secure all approvals and clearances from the
Governmental authorities of the Emirate of Abu Dhabi necessary for the
establishment of an office of the Group.
Art.
12: Amendment of the Constitution
1. After its
adoption the Constitution may be amended by a vote of not less than two-thirds
(2/3) of the Board at any time until the first Annual General Meeting.
Thereafter such an amendment shall be made in accordance with item 2. of this
Article.
2. No amendment of
this Constitution shall be made unless it is approved by vote at a General
Meeting after the draft amendment has been distributed to all members at least
two weeks before the vote. No amendment shall be effective unless ratified by
at least two-thirds majority of the members voting at the meeting.
Art. 13: Dissolution
1. A resolution to
dissolve the Group shall only be proposed at a General Meeting and shall be
carried by a majority of at least two-thirds of the members voting at the meeting.
2. The dissolution
shall take effect from the date of the resolution and the members of the Board
shall be responsible for the winding-up of the assets and liabilities of the
Group.
3. Any property
remaining after the discharge of the debts and liabilities of the Group shall
be donated to a charity or charities nominated by the last Board.