The Constitution of the Turkish Business Council
- There shall be established in the Emirate of Abu Dhabi a Council to be known as the Turkish Business Council (hereinafter called TBC or the Council).
- The Council shall be a non-profit making organization and shall operate within Abu Dhabi Chamber of Commerce and Industry (hereinafter called ADCCI).
ARTICLE 1 – OBJECTIVES
TBC is a non-profit organisation which is financed through membership fees and by way of social activities it may organise. The Council’s principal objectives are :
- To develop commercial and investment cooperation between Turkish and UAE business organisations.
- To provide a forum in which Turkish business executives in the UAE and business executives with Turkish interests may identify, discuss and pursue common interests regarding their activities.
- To heighten awareness of Abu Dhabi’s commercial position in the Middle East and GCC Region among the Turkish business community.
In order to achieve these objectives, the Council may perform all lawful acts which may be conducive to the attainment of the foregoing objectives. The Council shall not engage in any political activity in the United Arab Emirates nor allow its funds or facilities to be used for political purposes in the UAE.
ARTICLE 2 – MEMBERSHIP
2.1. Membership Categories There are four different categories of membership which are as follows :
2.1.1. Corporate Membership Those eligible for corporate membership are :
188.8.131.52. Turkish businesses with a presence in the UAE either independently or in affiliation with a UAE National.
184.108.40.206. Companies with a presence in the UAE which carry on an agency, distributorship, franchise or other representation for a Turkish business, or a joint venture or management contract with a Turkish THE CONSTITUTION of THE TURKISH BUSINESS COUNCIL business, or a UAE business which has a special nexus with Turkish business community in the UAE or Turkey.
220.127.116.11. Any business under this category shall nominate one of its authorized employees residing in Abu Dhabi to be its representative in the Council.
18.104.22.168. Corporate Members shall have two votes at meetings of the General Assembly.
22.214.171.124. Corporate Members can also be those other than Turkish and UAE business. Nonetheless such members shall have no voting rights, but may attend General Meetings as observers.
2.1.2 Individual Membership
Those eligible for Individual membership are :
126.96.36.199. Turkish Citizens residing in the UAE
188.8.131.52. UAE individuals
184.108.40.206. Other individuals
220.127.116.11. Individuals of other nationalities may become member of the TBC, however without voting rights, but may attend General Meetings as observers.
18.104.22.168. An Individual Member shall have one vote at meetings of the General Assembly.
2.1.3. Non-resident Corporate Membership
22.214.171.124. Those eligible for Non-resident Membership are Companies which do not have a presence in Abu Dhabi but have business interest in Abu Dhabi and/or the UAE.
126.96.36.199. Non-resident Members shall have no voting right but they may attend General Meetings as observers.
2.1.4. Honorary Membership
188.8.131.52. Those eligible for Honorary Membership are :
184.108.40.206.1. The Turkish Ambassador or his nominee shall be an Honorary Member.
220.127.116.11.2. Other members of diplomatic and consular missions of Republic of Turkey and Commercial and Tourism Attachés shall be Honorary Members of the TBC.
18.104.22.168.3. UAE VIPs and Non-Turkish citizens residing in the U.A.E. holding senior positions in the public or private sector may
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be invited by the Chairman after obtaining the unanimous approval of the Executive Committee to become Honorary Members of the Council.
2.3.1. The number of Honorary Members shall be restricted to not more than 10% of the number of full members. Honorary Members shall not be liable to pay entrance fees and subscriptions and shall have no voting rights.
2.2. Application Procedures
2.2.1. Corporate candidates applying for membership shall attach to the application form copies of their Trade License, ADCCI Membership Certificate and the authorisation given to the person signing the application, or any other documents that the Executive Committee may require from time to time. Individuals shall attach a copy of their passport containing a valid residence permit with their application form.
2.2.2. A decision in respect of the application shall be made by the Executive Committee within two months as from the date of the application. Such decision shall be at the full discretion of the Executive Committee.
2.2.3. Membership shall be for one year, subject to renewal and shall be effective as from the date on which the Membership Fee is fully paid.
2.3. Membership Regulations
2.3.1. Any Member may resign his membership at any given time upon a notice in writing to the Secretary General.
2.3.2. Membership right is not transferable.
2.3.3. Members being sentenced to jail for committing an offence under the laws of UAE or Turkey, shall lose their membership right automatically. A notice to this effect shall be given to such member by the Executive Committee in writing.
2.3.4. Where there is reason to believe that a member has engaged in serious misconduct which is adverse to the interests and reputation of the TBC and its members, the Executive Committee shall notify the concerned member in writing and request him to answer the allegations within ten (10) days. If the Executive Committee finds the answers provided by the member not satisfactory it may give him a warning letter or suspend his membership and request the next General Assembly to vote on his dismissal unless he resigns his membership within seven(7) days as from the date on which investigation is closed. A second warning letter to a member entails automatic dismissal of that Member.
2.3.5. A member of the Executive Committee accused of misconduct shall not be part of the investigation process and shall be replaced by one of the Reserve Members. A warning letter issued to a member of the Executive Committee shall entail an immediate termination of his membership in the Executive Committee.
ARTICLE 3 – FINANCIAL YEAR
3.1. The financial year of TBC shall commence each year on January 1 and end on December 31 except for the first year which shall be deemed to commence on the date of formal registration of the Council with ADCCI and end 31st December 2008.
ARTICLE 4 – MEMBERSHIP FEES
4.1. Membership fees shall be paid as “entrance fees” and “annual fees”. Once paid, Membership Fee shall not be refundable.
4.2. Membership fees of TBC are as follows :
4.2.1. For Corporate Membership : Entrance Fee : AED.2,000.00 Annual Fee : AED.3,000.00
4.2.2. For Individual Membership : Entrance Fee : AED.500.00 Annual Fee : AED.500.00
4.2.3. For Non-resident Corporate Membership : Entrance Fee : AED.2,000.00 Annual Fee : AED.3,000.00
4.2.4. For Honorary Members : Honorary Members are exempt from payment of Membership Fees.
4.3. New Members joining TBC during the first eight months of a financial year shall pay the full entrance fee and the full annual fee of that year; new Members joining during the last four months of a financial year shall pay the full entrance fee and half of the annual fee of that year.
4.4. For renewal of annual membership, all members shall receive a reminder from the Secretary General for the payment of next year’s annual fee. This reminder will occur during the last month of the fiscal year. The annual fee shall be paid during the first month of the financial year. Members who fail to pay their annual fees within that period shall receive a notice from the Secretary General. Members, who fail to pay the annual fee within 15 days after receiving the notice, shall have their membership revoked at the discretion of the Executive Committee. The Executive Committee shall announce those Members.
4.5. Former Members, who want to re-apply for Membership, shall pay the entrance fee and the annual fee of that year.
ARTICLE 5 – ANNUAL MEETINGS
5.1. TBC shall have a General Assembly composed of all of it’s Members. The General Assembly shall be convened, at the request of the Executive Committee, at least once a year, on a date and at the location to be determined by the Executive Committee. Invitations to attend the General Assembly shall be sent by the Executive Committee to the members at the address which they have provided to the Council in writing. The Executive Committee must call a General Assembly if so required by members holding 51% of the total voting rights of all Members of the TBC.
5.2. Invitations to attend the General Assembly shall be sent by registered letter with acknowledgement of receipt at least twenty one days before the date of the meeting. The invitations must include the particulars of the agenda and the place, date and time of the meeting.
5.3. A Member may, by proxy, delegate another Member other than a member of the Executive Committee to represent him at the General Assembly.
5.4. The General Assembly shall be presided by the Chairman or his Deputy. The Chairman shall nominate a secretary and two assistants to moderate the General Assembly. If the agenda of the meeting contains a resolution related to the Chairman or his Deputy, a Chairperson shall be elected by the General Assembly.
5.5. The agenda for the annual General Assembly must include the following matters:
5.5.1. Review of the report of the Executive Committee on TBC's activities and financial position during the year, and the auditors' report.
5.5.2. Discuss and approve TBC’s balance sheet.
5.5.3. Elect the members of the Executive Committee if the term of the Executive Committee is expired and elect the auditor.
5.5.4. Absolve members of the Executive Committee and the auditor from liability or decide to initiate proceedings of liability against them , as the case may be.
5.5.5. Any other matter within its competence in accordance with the provisions of this Constitution.
5.6. Every Member shall have the right to discuss matters included in the agenda. The Executive Committee is obliged to reply to any Member's question provided it is not detrimental to TBC's interest. Should one of the Members consider the reply of the Executive Committee to be insufficient, he may appeal to the General Assembly, whose resolutions shall be binding.
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5.7. Resolutions of General Assembly shall not be valid unless adopted by a number of Members representing at least 60% of the total number of members of TBC. If such majority is not achieved during the first meeting, a second meeting shall be convened within twenty one days following the first meeting. Resolutions at this meeting shall be adopted by the simple majority of the votes represented thereat.
5.8. Resolutions amending this Constitution, dismissing all or any of the members of the Executive Committee and winding up the TBC should be adopted by a number of Members representing 75% of the total number of members of the TBC.
5.9. Members of the Executive Committee may not participate in voting on resolutions absolving them from administrative liabilities.
5.10. Minutes adequately summarizing the discussions of the General Assembly should be prepared by the secretary of the Council. The minutes and the resolutions of the General Assembly should be recorded in a special register kept at TBC's head office. Any of the Members may review the register personally or through an attorney. They may also review TBC's balance sheet and the annual report.
ARTICLE 6 – EXECUTIVE COMMITTEE
6.1 Management of TBC
6.1.1. TBC shall be managed by an Executive Committee which shall be elected by secret ballot from amongst the members of the Council for a term of two years at an Ordinary General Assembly Meeting except that the first Executive Committee will be elected by the Founding Members to serve until the first Annual General Meeting.
6.1.2. The Executive Committee shall comprise of the following positions: 1 Chairman, 1 Deputy Chairman, 1 Secretary General, 1 Treasurer, 1 Legal Advisor, 1 Coordinator for business related to Republic of Turkey, 1 Coordinator for business related to the UAE (in total 7 members). Additionally, 2 Reserve Members shall be elected. In case of vacancies, one of the Reserve Members shall be invited to take over the duties of the vacant post. The member having won the majority over the other shall be invited first.
6.1.3. Nominations for membership of the Executive Committee will be invited from the members of the Council when giving notice of the Annual General Meeting. The Executive Committee must receive all nominations in writing not less than three weeks before the date of the Annual General Meeting. Every nomination shall be supported by at least two members of the Council. The Executive Committee will circulate the list of nominations, which shall be prepared in alphabetical order, to members not less than two weeks prior to the Annual General Meeting.
6.1.4. Election will be by secret voting. The first nine (9) winners of votes shall form the Executive Committee and the Reserve Members.
6.1.5. Executive Committee Members shall be citizens of the Republic of Turkey who had attained, on the day of election, the age of 25 years or older.
6.1.6. The Chairman and the Deputy Chairman shall be elected out of the Corporate Members within the Executive Committee by the Executive Committee Members in the first meeting. The Executive Committee shall distribute responsibilities among the Executive Committee Members.
6.1.7. The Executive Committee shall meet at least once every two months. Reserve Members may attend without voting rights. The Members of the Executive Committee may participate in the meetings of the Executive Committee by means of telecommunication provided that minutes of meeting must be signed by all attendees within seven (7) days as from the date of the meeting. The Executive Committee shall decide, among other things, over the previous two months cash expenditures, upcoming social and business activities and membership applications awaiting approval.
6.1.8. The Quorum for Executive Committee meetings shall be by the physical attendance or attendance by the means of telecommunication of five(5) Members. Decisions at the Executive Committee meetings shall be taken by the approval of the simple majority of the present quorum.
6.1.9. In Executive Committee meetings where the Chairman is not present, the Deputy Chairman shall chair the Meeting.
6.2 Executive Committee Structure
22.214.171.124. The Chairman shall represent TBC and preside over the Executive Committee meetings as well as call for Ordinary General Assemblies.
126.96.36.199. The Chairman shall be eligible to preside for a maximum of three terms.
6.2.2. Deputy Chairman
188.8.131.52. The Deputy Chairman shall deputize for the Chairman, including the representation of the TBC against third parties.
6.2.3. Secretary General
The Secretary General shall manage the Council’s head office. The Secretary General will be responsible for:
184.108.40.206. Keeping membership records, hiring and firing personnel and deciding the remuneration of such personnel.
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220.127.116.11. Communicating with Members on behalf of the Executive Committee and submitting applications of candidate members to the Executive Committee.
18.104.22.168. Organizing of social, cultural and business meetings and events.
22.214.171.124. Representing both the Chairman and the Deputy-Chairman in their absence.
126.96.36.199. Developing contacts with other associations and corporate bodies operating within the UAE like business councils, clubs or groups to enhance relations of TBC.
188.8.131.52. Surveying public or private tenders announced in the UAE which may be of interest to TBC Members. Also informing Members about possible business opportunities for their products.
184.108.40.206. Coordinating the flow of information among the Attachés for Trade and Commerce of the Turkish Embassy, the Consulate General, the UAE Chambers of Commerce and the Council’s Members.
220.127.116.11. Coordinating the Council’s press and media relations by preparing newsletters and printed material after having the approval of the Executive Committee thereupon. He shall also distribute documents and promotional material to Members and third parties.
18.104.22.168. The Treasurer shall be responsible for all monetary affairs of the TBC including, without limitation, preparing of the annual budget, monitoring expenditures and insuring that such expenditures are in line with the decided budget.
22.214.171.124. The Treasurer also shall coordinate the collection of membership fees. Furthermore, he shall monitor the Council’s banking transactions and petty cash payments.
6.2.5. Legal Advisor
126.96.36.199. The Legal Advisor shall, on behalf of the Council, survey legal regulations relevant to trade and commerce and in coordination with the Secretary General inform Members of TBC about business-related legislation and amendments whenever such information is requested by them in writing.
188.8.131.52. He shall create sources of information for Members to refer to on relevant subject matters.
6.2.6. Coordinator for Republic of Turkey
184.108.40.206. The Coordinator for business related to Republic of Turkey shall be responsible for commercial and investment co-operations connected to Republic of Turkey.
6.2.7. Coordinator for United Arab Emirates
220.127.116.11. The Coordinator for business related to U.A.E. shall be responsible for commercial and investment co-operations connected to UAE.
6.3 General Rules and Regulation Concerning the Executive Committee
6.3.1. The Chairman or the Deputy Chairman may represent TBC in dealings with third parties, which have been decided by the Committee, with their single signature. The decisions in respect of day–to-day issues shall be affected by the sole signature of either the Chairman or his Deputy.
6.3.2. For all payments on behalf of TBC involving cheques or letters of guarantee or any transaction that may create a charge over TBC or its assets, two signatures by Members of the Executive Committee. At least one of the signatories should be the Chairman, Deputy Chairman or Secretary General of TBC.
6.3.3. Daily petty cash payments can be made by the Secretary General, Deputy Chairman or Chairman.
6.3.4. Minutes of all Executive Committee meetings shall be kept by the Secretary General in the Head Office of the TBC.
6.3.5. Members failing to attend three(3) successive meetings of the Executive Committee without a reason accepted by the Committee shall be considered as resigned and a successor shall be brought in out of the reserve.
6.3.6. The Executive Committee shall make rules regulations and/or by-laws in conformity with this Constitution.
6.3.7. The Executive Committee may form sub-committees to assign certain tasks, which are in line with the objectives of TBC outlined in this document.
6.3.8. The Executive Committee shall employ the required number of secretarial personnel to be able to perform its duties.
ARTICLE 7 – FINANCIAL AFFAIRS
7.1 Membership fees and any other revenue of TBC shall be subject to the approved budget and may only be used in line with the objectives of TBC.
7.2 For the purpose of book accounting, cashbooks shall duly be kept under the supervision of the Treasurer. On demand, the cashbooks must be made available to the auditors without delay.
7.3 Annual audit reports shall be prepared as outlined hereunder.
ARTICLE 8 – AUDITING
8.1. The annual Ordinary General Assembly shall appoint two auditors from among Members with Voting Rights. They shall be nominated by at least one Voting Member and be approved by the General Assembly.
8.2. Auditors shall make due expenditures in line with the budget, document expenses and audit the Council’s book accounting system.
8.3. Furthermore, within the first month after the end of each financial year the auditors shall examine the accounts of the previous year and submit an audit report to the General Assembly for release.
ARTICLE 9 – DISSOLUTION of THE TBC and AMENDMENTS of CONSTITUTION
9.1 Dissolution of the Council and any addition, deletion or amendment to this Constitution shall be decided by the approval of 75% of the Voting Members of the TBC at a General Assembly Meeting.
9.2 This constitution shall be governed by the laws and regulations of Abu Dhabi and the United Arab Emirates.
9.3 If upon the dissolution of TBC there remains, after the satisfaction of all debts and liabilities, any property whatsoever, the same shall be donated to the Red Crescent Organisation of the UAE.