BYLAWS of THE AMERICAN BUSINESS GROUP OF ABU DHABI
TABLE OF CONTENTS
1. Categories of Membership
1.1 Corporate Membership
1.2 Institutional Membership
1.3 Individual Membership
1.4 International Associate Membership
2. Determination of Membership
2.1 Application Forms
2.2 Application Process
2.3 Application Approval
3. Membership Dues
3.1 Annual Dues
3.2 Discounts
3.3 New Member Fees
4. Membership Lists
5. ABG Affiliates
5.1 ABG Affiliates
5.2 Status of ABG Affiliates
5.3 ABG Affiliate Fees
6. Committees
6.1 Committee Membership
6.2 Standing Committees
6.3 Approval of Committee Members
6.4 Appointment of Additional Committees
7. Agents and Representatives
7.1 Appointment of Agents
7.2 Executive Staff
8. Schedule of Meetings
9. Removal of Board Members
10. Parliamentary Procedures
10.1 Rules of Order
10.2 Decisions by Electronic Mail
11. Minutes of Meetings
12. Nomination of Candidates for the Board of Directors
12.1 Nominating Committee
12.2 Secret Ballot
12.3 Ballots
12.4 Ballot Procedures
12.5 Absentee Ballots on Other Matters
12.6 Proxies
12.7 Election Results
13. Financial Year
14. Financial Control
15. Indemnification
1. Categories of Membership
Article III, Section A of the Constitution of the American Business Group (the ‘Constitution’) provides for two categories of membership, ‘Corporate Membership’ and ‘Individual Membership’. These are as set out in paragraphs 1.1 and 1.3 below. The Constitution allows the Board of Directors to designate sub-categories of these categories of membership. There are currently two sub-categories, one for Corporate Membership, known as ‘Institutional Members’, and one for Individual Membership, known as ‘International Members’. These are as set out in paragraphs 1.2 and 1.4 below.
1.1 Corporate Membership
As provided for in sub-paragraph 1.a. of Article III, Section A of the Constitution, Corporate Membership is open to any corporation, limited liability company, partnership, and other business entity incorporated or organized under the laws of any state or territory of the United States of America, and any subsidiary and affiliate thereof (each such entity an ‘American Business’), in each case with a physical presence in the Emirate of Abu Dhabi, either independently or in affiliation with a UAE national, provided the American Business is a member of the Abu Dhabi Chamber of Commerce and Industry.
1.2 Institutional Membership
As provided in sub-paragraph 1.b. of Article III, Section A of the Constitution, the Board of Directors has designated a sub-category of Corporate Membership, known as ‘Institutional Membership’.
Institutional Membership is open to UAE institutions, such as major UAE corporations, governmental bodies, or quasi-governmental bodies, that meet the criteria set forth in sub-paragraph 1.b of Article III, Section A of the Constitution; provided, however, that the number of Institutional Members must not exceed twenty percent (20%) of the total number of Corporate Members. Institutional Members shall have the same rights as other Corporate Members.
1.3 Individual Membership
As provided for in sub-paragraph 2.a. of Article III, Section A of the Constitution, Individual Membership is open to any United States citizen or permanent resident of the United States who (1) is employed or conducts business in the Emirate of Abu Dhabi and (2) is not otherwise a designated member representative of a Corporate Member or of any sub-category of Corporate Membership.
1.4 International Membership
As provided in sub-paragraph 2.b. of Article III, Section A of the Constitution, the Board of Directors has designated a sub-category of Individual Membership known as ‘International Membership’.
International Membership is open to any person that does not have United States citizenship or is not a permanent resident of the United States and that meets the requirements of sub-paragraph 2.b of Article III, Section A of the Constitution; provided that the number of International Members must not exceed thirty percent (30%) of the total number of Individual Members. It is anticipated that membership under this sub-category will be primarily persons of UAE nationality, influential or prominent business people of any nationality, and a select group of honor students studying at universities in the UAE. International Members shall have the same rights as other Individual Members.
2 Determination of Membership
2.1 Application Forms
Each applicant for membership must submit an application on a form as approved by the Board of Directors upon recommendation of the Vice President for Membership.
2.2 Application Process
Each application for membership must state the category (or sub-category) in which the applicant is seeking membership and the basis for qualification in that category (or sub-category), and must demonstrate through appropriate documents the satisfaction of all criteria for membership in that category (or sub-category). Each application should also state how the applicant will help the American Business Group achieve the objectives set out in Article II of the Constitution.
2.3 Application Approval
Each applicant for membership will be subject to approval and acceptance by the Board of Directors, at its discretion. Each application must be recommended by two Board Members before being considered by the Board of Directors.
3 Membership Dues
3.1 Annual Dues
Annual membership dues shall be as follows:
Membership Category Amount (AED)
Corporate Platinum (including Institutional Platinum) 18,000
Corporate (including Institutional) 4,500
Individual Executive (including International Executive) 1,500
Individual (including International ) 800
3.2 Discounts
3.2.1 American teachers, U.S. Embassy staff, and students who are eligible for Individual Membership shall be entitled to a 50% discount on annual dues.
3.2.2 The following additional discounts will apply to Individual Membership dues:
(a) A spouse of an existing Individual Member or of a designated member representative that qualifies for membership and has or is duly approved by the Board as an Individual Member shall be entitled to a 50% discount on annual membership fees; and
(b) An employee of any Corporate Member (including any designated member representative) that qualifies for membership and has or is duly approved by the Board as an Individual Member shall be entitled to a discount on annual membership fees upon presentation of his business card evidencing his corporate category member affiliation.
3.3 New Member Fees
New member fees will be as provided for in Article III, Section B, paragraph 5 of the Constitution.
4. Membership Lists
Lists of members must be maintained by the ABG and may be published or distributed as determined by the Board of Directors.
5. ABG Affiliates
5.1 ABG Affiliates
Any individual or corporate entity desiring to support the goals and the objectives of the ABG, irrespective whether the individual or corporate entity is resident or located in the UAE or in another country, may become an ABG Affiliate.
An ABG Affiliate is not a member of the ABG and shall not be entitled to vote at any meeting of the ABG, be a member of any committee contemplated by paragraph 6 or be a member of the Board of Directors.
5.2 Application Process and Approval
Each applicant for ABG Affiliate status must submit an application on a form as approved by the Board of Directors upon recommendation of the Vice President for Membership. Each application for ABG Affiliate status must demonstrate through appropriate documents the satisfaction of all criteria for ABG Affiliate status. Each application should also state how the applicant will help the American Business Group achieve the objectives set out in Article II of the Constitution.
Each applicant for ABG Affiliate status will be subject to approval and acceptance by the Board of Directors, at its discretion. Each application must be recommended by two Board Members before being considered by the Board of Directors.
5.3 ABG Affiliate Fees
Annual dues for an ABG Affiliate shall be as follows:
ABG Affiliate Amount (AED)
Corporate 4,500
Individual 800
Students who are eligible for ABG Affiliate status shall be entitled to a 50% discount on annual dues.
The following additional discounts will apply to individual ABG Affiliate dues:
(a) A spouse of an existing ABG Affiliate, Individual Member or of a designated member representative that qualifies for ABG Affiliate Status and has or is duly approved by the Board as an ABG Affiliate shall be entitled to a 50% discount on annual ABG Affiliate fees; and
(b) An employee of any Corporate Member (including any designated member representative) or corporate ABG Affiliate that qualifies for ABG Affiliate Status and has or is duly approved by the Board as an ABG Affiliate shall be entitled to a discount on annual ABG Affiliate fees upon presentation of his business card evidencing his corporate category member affiliation.
Article III, Section B, paragraph 5 of the Constitution shall apply to new ABG Affiliate fees as it does to new member fees.
6 Committees
6.1 Committee Membership
Except as provided otherwise in the Constitution and these Bylaws, any individual member or corporate representative may act as the chairman or serve as a member of any standing or special committee, whether such committee has been specified in these Bylaws or is established by resolution of the Board of Directors in accordance with paragraph 6.4 below.
6.2 Standing Committees
Except as otherwise provided in the Constitution, there will be eight (8) standing committees of the ABG:
6.2.1 Bylaws and Rules Committee: The Bylaws and Rules Committee will consist of the Vice President for Legal Affairs & Secretary, who will be Chairman of the committee, and at least two (2) other persons as shall have been appointed by the Board of Directors upon the recommendation of the committee's chairman. It will be the duty of this committee from time to time and at any time to review and recommend to the Board of Directors modifications or supplements to the Constitution and Bylaws. Any amendment to the Constitution proposed by written petition of at least 10% of the qualified voting membership of the ABG must be submitted to the Bylaws and Rules Committee, which committee may make editorial changes as necessary for the proposed amendment to be in proper order, provided that the committee must contact the sponsor if substantive changes are necessary. The Bylaws and Rules Committee must cause copies of the final draft of any duly proposed amendment to be given to every member in accordance with the requirements of Article VIII of the Constitution. Any proposed amendment presented to the members for their approval must be accompanied by the Board of Director’s recommendation for approval, rejection, or no position.
6.2.2 Hiring and Compensation Committee: The Hiring and Compensation Committee will consist of the Executive Vice President, who will be chairman of the committee, the Vice President for Legal Affairs & Secretary, and at least three (3) other members of the Board of Directors as shall have been appointed by the Board of Directors upon the recommendation of the committee's chairman. This committee will have the power to advertise, and to accept applications, interview and hire applicants for, any vacant staff position that is (i) included in a duly approved staffing plan and (ii) at a salary and for other compensation as duly approved by the Board of Directors. The Executive Director may be included in the deliberations and work of the committee as determined by the committee. It will be the duty of this committee to do the following:
(a) no later than three (3) months before the beginning of each financial year, prepare and recommend to the Board of Directors for the Board's approval a staffing plan, including position descriptions, to assist in the achievement of the objectives of the ABG;
(b) prepare and recommend to the Board of Directors for the Board's approval (i) a salary of the Executive Director and of each duly approved staff position and (ii) other staff compensation; and
(c) propose and recommend to the Board of Directors for the Board's approval the termination of the employment of any staff member.
6.2.3 Finance Committee: The Finance Committee will consist of the Vice President for Financial Affairs & Treasurer, who will be chairman of the committee, the Executive Director, and at least two (2) other persons as shall have been appointed by the Board of Directors upon the recommendation of the committee's chairman. It will be the duty of this committee to do the following:
(a) no later than two months before the beginning of each financial year, prepare and recommend to the Board of Directors an annual budget for the Board's approval;
(b) propose and recommend to the Board of Directors (x) any and all expenditures for the acquisition of capital assets and (y) any new category of expenditures of an aggregate amount in excess of Dhs. 10,000 per annum not otherwise included in a duly approved annual budget.
6.2.4 Membership Committee: The Membership Committee will consist of the Vice President for Membership, who will be chairman of the committee, the Executive Director, and such other persons as shall have been appointed by the Board of Directors upon the recommendation of the committee's chairman. It will be the duty of this committee to promote membership in the ABG. The committee and its members will receive and review applications for membership, recommend to the Board of Directors the acceptance of new members into the ABG, and propose the creation of new sub-categories of membership as provided for in the Constitution and of new membership programs.
6.2.5 Programs Committee: The Programs Committee will consist of the Vice President for Programs, who will be chairman of the committee, the Executive Director, and such other persons as shall have been appointed by the Board of Directors upon the recommendation of the committee's chairman. It will be the duty of this committee to plan and implement, or procure the implementation, of the annual programs and special events of the ABG. When the circumstances do not permit the Program Committee to make a timely recommendation to the Board of Directors regarding the holding of a program, the Program Committee will have the power to approve a program, provided such program does not involve a financial cost or risk thereof in excess of Dhs. 10,000. The Program Committee will prepare and recommend to the Board of Directors the following:
(a) a detailed budget for each special event, which budget will include a contingency reserve of not more than ten percent (10%) of the total proposed expenses for such event; and
(b) a plan and schedule of monthly programs at least one month in advance of the occurrence of such programs.
6.2.6 Roundtable Steering Committee: The Roundtable Steering Committee will be chaired by a person appointed by the Board of Directors and will consist of the chairman and such other persons as shall have been appointed by the Board of Directors upon the recommendation of the committee's chairman. It is anticipated that this standing committee will consist of such number of persons as are required to chair the specific industry groups that will meet in roundtable session. It will be the duty of this committee to plan, organize, and implement a series of roundtable discussions among the members doing business in selected industry sectors and between such members and representatives of the US Embassy on matters affecting the members' business interests and concerns in the UAE.
6.2.7 UAE Relations Committee: The UAE Relations Committee will consist of a chairman appointed by the Board of Directors and such other persons as shall have been appointed by the Board of Directors upon the recommendation of the committee's chairman. It will be the duty of this committee to promote good relations between the American business community and the host governments and other business communities of the UAE.
6.2.8 US Public Affairs Committee: The US Public Affairs Committee will consist of a chairman appointed by the Board of Directors and such other persons as shall have been appointed by the Board of Directors upon the recommendation of the committee's chairman. It will be the duty of this committee to represent members' business interests and concerns to the US government. This committee and its members will, among other activities, participate in the American Business Council for the Gulf Countries (ABC-GC), attend DoorKnock campaigns, and coordinate the ABG's representational efforts with the American Business Council of Dubai.
6.3 Appointment and Removal of Committee Members
At the first meeting of the Board of Directors to occur after September 1 of each year, the Board of Directors must, upon recommendation of the respective chairman of each standing committee, appoint or confirm the members of each standing committee. The Board of Directors may at its discretion, upon recommendation of the respective chairman of each standing committee, from time to time appoint new members to, or remove any member from, any standing committee.
6.4 Appointment of Additional Committees
The President, upon the approval of the Board of Directors, may, from time to time and at any time, appoint such other committees, special or standing, as may be necessary or appropriate to carry on the work of the Board of Directors and the ABG, and any of the duties and powers of the Board of Directors may be delegated by the Board of Directors to any such committee. Such committees may be dissolved by the same action.
The President will be ex-officio a member of all committees, except the Nominating Committee.
7 Agents and Representatives
7.1 Appointment of Agents
The Board of Directors may appoint any persons necessary or appropriate to assist in achieving the objectives of the ABG. Appointments that will extend beyond the term of the current Board of Directors must be approved by the new Board of Directors.
7.2 Executive Staff
The Board of Directors shall appoint an Executive Director to manage the day-to-day affairs of the ABG and shall appoint such other staff members as deemed necessary or appropriate and shall determine their duties. The salary and other terms and conditions of employment of the Executive Director and other staff members shall be fixed by the Board of Directors.
8 Schedule of Meetings
Unless scheduled otherwise, all meetings of the Board of Directors shall be held on the second Sunday of the month.
9 Removal of Board Members
Members of the Board of Directors are expected to attend each monthly and any special meetings of the Board. A member of the Board of Directors who is absent at three consecutive meetings of the Board of Directors shall be automatically removed, as of the adjournment of the third meeting, from membership on the Board of Directors. A member so removed may, within thirty (30) days after receipt of notice of removal, petition the Board of Directors in writing to seek re-instatement. If a member is not re-instated by the Board of Directors in response to such petition or otherwise, the Board of Directors may declare and fill such vacancy on the Board of Directors as provided in the Constitution and these Bylaws.
10 Parliamentary Procedures
10.1 Rules of Order
The rules contained in the latest published edition of Cannon's Concise Guide to Rules of Order will govern the ABG in all cases in which they are applicable and in which they are not inconsistent with the Constitution and these Bylaws and any special rules of order the ABG may adopt.
10.2 Decisions by Electronic Mail
Upon the initiative of the President or, in his or her absence, the Executive Vice President, the Board of Directors may vote by electronic mail on any matter proposed by a voting member of the Board of Directors. The Executive Director must deliver to each Board member by electronic mail the full text of any motion to be decided in this manner and record the responses, if any, of each Board member. Any such motion is subject to the affirmative vote of at least two-thirds (2/3) of the voting membership of the Board of Directors. It is acknowledged and agreed that this manner of decision-taking will be limited to circumstances when the motion cannot be deferred for consideration until the occurrence of (i) the next scheduled meeting or (ii) a meeting especially called to consider such motion.
11 Minutes of Meetings
Minutes of each general meeting, including each Annual General Meeting, and each meeting of the Board of Directors shall be recorded and made available to voting members upon request. The Board of Directors will have the authority to approve minutes of general meetings, including the Annual General Meeting.
12 Nomination of Candidates for the Board of Directors
12.1 Nominating Committee
The Board of Directors shall designate the chairman of the Nominating Committee. For the purpose of appointing a Nominating Committee, the Board shall solicit volunteers from the membership.
12.2 Secret Ballot
Election of officers and members-at-large of the Board of Directors must be by secret ballot.
12.3 Ballots
Ballots may be cast by voting members in any election (i) by ballot completed in person at the Annual General Meeting and (ii) if authorized by the Board of Directors, upon recommendation of the Nominating Committee, by absentee ballot. An absentee ballot, if authorized by the Board of Directors, may be cast by a paper ballot or by any secure electronic method, and in all cases must be delivered in advance of the Annual General Meeting in accordance with procedures prescribed by the Board of Directors, upon recommendation of the Nominating Committee. All such ballots shall identify the member submitting the ballot. Receipt of an absentee ballot, whether by paper ballot or by an electronic method, duly cast in advance of the Annual General Meeting will be deemed to constitute the presence of that member at the Annual General Meeting for the determination of a quorum.
12.4 Ballot Procedures
The Nominating Committee must ensure that members voting in person are properly identified and that such members have not previously cast ballots in advance, either by paper ballot or electronically. In any such cases the ballot cast in advance by such member shall be the ballot recognized by the Nominating Committee.
12.5 Absentee Ballots on Other Matters
The Board of Directors may prescribe procedures for the use of absentee ballots, whether by paper ballots, by secure electronic method, or both, on any matters on which the membership is entitled to vote at any general meeting, including any Annual General Meeting.
12.6 Proxies
The designation of an alternate representative by any member representative of a corporate member and the giving of any proxy by any individual member, in either case for voting purposes, will be accepted only in connection with the casting of a ballot in person at any general meeting, including any Annual General Meeting.
12.7 Election Results
The Nominating Committee shall make available to each candidate the aggregate numerical tallies for each position either during the remainder of the Annual General Meeting or immediately thereafter. The tallies for each position shall also be posted in the ABG office the business day next occurring after the Annual General Meeting and shall remain posted for at least one week thereafter.
13 Financial Year
The financial year of the ABG shall be from January 1 through December 31.
14 Financial Control
The President, the Executive Vice President, the Vice President for Financial Affairs and Treasurer, and such other persons as may be designated from time to time by the Board of Directors, shall have authority to sign checks drawn on any bank account of the ABG. The signatures of two authorized signatories shall be required on all checks.
15 Indemnification
The ABG shall indemnify all persons who were, are now, or will be directors, officers, employees, volunteers, or committee members of the ABG (each such person, an "indemnified person") against all claims, suits, and legal actions arising out of or related to the performance of, or failure to perform, their duties and responsibilities on behalf of the ABG, including their estates, heirs, legal representatives, and assigns in the event of their death, incapacity, or bankruptcy and shall hold each indemnified person harmless from any losses, damages, and settlements, including legal defense costs and reasonable attorneys' fees and expenses, resulting from such claims, suits, and legal actions, except if caused by the indemnified person's willful misconduct or fraud. Each indemnified person shall be entitled to receive from the ABG advances of legal defense costs and reasonable attorneys' fees and expenses to defend against the abovementioned claims, suits, and legal actions, provided the indemnified person in a written undertaking in favor of the ABG agrees to refund the full amount of such advances in the event the indemnified person is held liable due to his or her willful misconduct or fraud.
Approval History:
Bylaws amended and restated on January 30, 2005
First amendment adopted December 11, 2005 (RE: Paragraph 1 – Categories of Membership and Paragraph 3 – Membership Dues)
Second amendment adopted June 11, 2006 (RE: New Paragraph 8 – Removal of Board Members)
Third amendment adopted July 16, 2006 (RE: Revised Paragraph 7 – Schedule of Meetings)
Fourth amendment adopted October 2, 2006 (RE: Revised Paragraph 7 – Schedule of Meetings)
Fifth amendment adopted December 9, 2007 (RE: Revised Paragraphs 1 – Categories of Membership, 2 – Determination of Membership, 3 – Membership Dues and 8 – Schedule of Meetings and New Paragraph 5 – ABG Affiliates) |
Except where stated © Copyright 2009 American Business Group of Abu Dhabi
Articles appearing here are meant for your personal use and may not be reproduced or redistributed. While the American Business Group makes every effort to ensure accuracy, we can not be held responsible for the content nor the views expressed, which may not necessarily be those of either the original author, the American Business Group or its agents. |
|
You can download and save a PDF version of the ABG Constitution by clicking the link below.
Should you need it a PDF reader is freely available from www.adobe.com |
|
|
|
