Constitution

Article 1 - FORM

The Netherlands Business Council in the UAE (hereinafter called "NBC") has been established in the UAE since 1997 as an association with Articles as set forth below.

Article 2 - OBJECTIVE AND PURPOSE

The NBC has the objective to provide a platform where its Members can Network with other council Members, businessmen and authorities in the UAE in a pro-active manner. The Council further more has the objective to promote the interests of the Dutch business community in the U.A.E. For the purpose of achieving its objective the NBC will organize approximately 8 networking events per annum, whether it be monthly "Borrels", luncheon sessions for guests, missions for its Members abroad or semi-social events like Golf tournaments or otherwise. A prerequisite of the events is that it indeed gives the Members an opportunity to network.

Article 3 - NAME

The Council shall be known under the name of "The Netherlands Business Council in the U.A.E." (NBC)

Article 4 - ADDRESS

NBC
P. O. Box 75343
Dubai, U.A.E.
Tel.: +971 50 559 2272
Email: info@nbcdubai.com
Website: http//:www.nbcdubai.com
The address of the NBC may be changed by majority vote of the Executive Committee.

Article 5 - FINANCIAL RESOURCES

The financial resources of the NBC shall consist of:

Membership fees;
Public or private donations;
Advertisement;
Sponsors; and
Other various revenues from NBC activities.

All revenues shall be used to fund the activities and events which the NBC will organize.

Article 6 - DURATION

The NBC has been established for an unlimited period. Every 12-monthperiod shall be called a "Council Year" starting from January 1st of each year to December 31st of the same year.

Article 7 - MEMBERS

All the Members of the NBC shall be referred to herein as "Members" or, if in the singular, as "Member".

The Members shall consist of six main categories:

Corporate Members
Corporate Members are companies established or represented in the UAE or the Netherlands and keen to promote the interest of the Dutch business community in the UAE. The Corporate Membership entitles the company to have five individuals of its company attend the NBC events.
Start-up Business Members
Start-up Business Members are companies that have established their principal operations in the United Arab Emirate less than one year prior to membership application. Start-up Business Membership entitles the company to have one individual of the company to attend NBC events for the period of one year.
Individual Members
Individual Members are individuals representing companies established in the UAE or in the Netherlands and keen to promote the interest of the Dutch business community in the U.A.E. Individual Members are entitled to nominate one individual to attend the NBC events.
Junior Members
Junior members are persons holding a junior management position. The Junior Member has to apply for the membership within the first two years after arrival in Dubai. Each case will de decided on at the board’s discretion and there will be a maximum number of two ‘Junior Members’ per company. Junior Membership are entitled to attend NBC events for the period of one year
Overseas Members
Overseas Members are persons representing companies established outside the United Arab Emirates but have a significant business interest in Dubai and or the United Arab Emirates. Designated representatives are welcome to attend any NBC events whilst visiting Dubai and or the United Arab Emirates.
Honorary Members
Honorary Members are selected by the Executive Committee of the NBC for their contribution to the NBC.

A new Member must be approved by the Executive Committee. Any Member can propose the admission of a new Member.

Article 8 - MEMBERSHIP FEE

The membership fee for the Corporate Members is fixed at AED 6,000 per NBC calendar year per company.
The Start-up Business Members fee is fixed at AED 500 per NBC calendar year per person per company.
The annual Membership fee for Individual Members is fixed at AED 1, 000 per NBC calendar year per person, per company.
The annual membership fee for Junior Members is fixed at AED 500 per NBC calendar year per person, per company.
The annual Membership fee for Overseas Members is fixed at AED 750 per NBC calendar year per person, per company.

Article 9 - RESIGNATION AND EXCLUSION

Members can resign from their Membership by sending a letter by registered mail with receipt acknowledgement to the Chairman of the Executive Committee. Their resignation takes effect at the end of the current Membership year.

The Executive Committee has the power to exclude a Member six months after he has failed to pay his dues or for reasons of grave concern. The Executive Committee shall be required to request an explanation from the Member in question prior to taking decision to exclude the Member.

The Executive Committee may draft internal rules for the NBC in which different measures are explained with the proceedings to be followed in each case. Members who resign or are excluded are obliged to pay their dues for the then current year.

Article 10 - ADMINISTRATION AND FRAMEWORK OF THE COUNCIL

There will be a General Assembly consisting of all the Members and an Executive Committee. The Executive Committee may appoint a Managing Board and determine its terms and powers. The daily running of the Council is the responsibility of the Executive Committee or the Managing Board. The Executive Committee or the Managing Board may appoint a Sponsorship Committee for every single event or activity it organizes. The Member sponsoring the event in question may nominate a representative to the Sponsorship Committee in-charge of such event. The Executive Committee may nominate any sub-committee it deems necessary. The Sponsorship Committee and the sub-committees shall report to the Executive Committee or the Managing Board.

Article 11 - THE EXECUTIVE COMMITTEE

The Executive Committee shall consist of 5 to 7 Executive Members. It will elect from amongst its Executive Members a Chairman, Vice-Chairman and a Treasurer. The role of the Executive Member is to design, develop and implement strategic plans for the NBC and undertake tasks as agreed by the Executive Committee.

The Executive Committee shall review annually the composition of its members and shall remove or elect, if deemed necessary, new members to the Committee from the members of the NBC and replace any resigning member. Members of the Executive Committee shall serve for a period of three years or until a member shall resign, whichever comes earlier. Members of the Executive Committee shall be eligible for appointment for one more term.

If a Managing Board is appointed by the Executive Committee, its members shall be appointed for a period of one year and shall be eligible for appointment for one more term.

Article 12 - MEETINGS, AGENDA AND DECISIONS BY THE EXECUTIVE COMMITTEE

The Executive Members of the Executive Committee will meet at least four times per year or as many times as is deemed necessary. Advisory Committee Members will join for at least two meetings or as many times as is deemed necessary.

The Executive Committee can meet at the initiative of its Chairman or, in his absence, of its Vice- Chairman or if three or more Members so desire. The notice to the meeting can be issued by any Executive Committee Member. The agenda shall be proposed by the party at whose initiative the meeting is being held and will be fixed at the start of the meeting.

The Executive Committee Members cannot vote by proxy. Absent Executive Committee Members can however make their views on issues on the agenda known in writing. The presence of at least half of the Executive Committee Members is necessary for valid decisions. Decisions are taken by the simple majority of the Executive Committee Members present, where each Executive Committee Member has one vote. In case of a deadlock, the Chairman has a casting vote.

The decisions of the Executive Committee are recorded in writing and signed by the Chairman. After the meeting they are distributed to the Executive Committee Members. In case a Managing Board exists it follows mutatis mutandis the same procedural rules as the Executive Committee.

Article 13 - ADVISORY

At the first meeting of the Executive Committee following each annual General Assembly meeting, the Executive Committee shall appoint an Advisory Committee made up of at least 3 members. The Advisory Committee should constructively challenge and contribute to the development of strategy as well as scrutinize the performance of management in meeting agreed goals and objectives and monitoring. Where necessary the Advisory Committee will advise on the removal of Executive Committee Members and in succession planning. The Advisory Committee shall present a report to the next annual General Assembly meeting. . The Chairman or the Executive Committee may require the Advisory Committee for advice on the development of strategy for any period, at any time, and make a report to the Executive Committee.

Article 14 - AUDIT

At the first meeting of the Executive Committee following each annual General Assembly meeting, the Executive Committee shall appoint an Audit Committee made up of NBC members. The Audit Committee shall audit, or shall appoint independent auditors to audit, all accounts of the NBC and shall present a report to the next annual General Assembly meeting. The Chairman or the Executive Committee may require the Audit Committee to audit the Council accounts for any period, at any time, and make a report to the Executive Committee.

Article 15 - GENERAL ASSEMBLY

Members of all the categories constitute the General Assembly. The General Assembly approves the annual report of the Executive Committee on the administration of the preceding year, approves the financial accounts of the preceding year and votes the budget for the coming year.

At least one General Assembly shall be called for every Council year and it shall meet not later than 3 months after the end of the Council year. A General Assembly can be called by the Executive Committee or at the request of at least a quarter of the Members. A General Assembly meeting can be organized in conjunction with one of the regular networking events as described in Article 2.

To adopt valid resolutions at least a quarter of the Membership should be present or represented. If this condition is not fulfilled, the General Assembly shall be reconvened at a later date according to the provisions of Article 14, below and during the second meeting it is authorized to adopt valid resolutions irrespective of the number of Members present or represented; but only regarding items on the agenda of the preceding General Assembly meeting.

Resolutions are adopted by the consenting vote of the simple majority of the Members present or represented. The resolutions of the General Assembly are recorded in writing and signed by the Chairman and distributed to the Executive Committee Members.

Article 16 - NOTICE AND AGENDA OF THE GENERAL ASSEMBLY

Notices shall be sent out at least two weeks in advance by letter, fax or email indicating the object, the agenda, the time and the venue of the meeting. The agenda shall be proposed by the Executive Committee. Items for inclusion in the agenda may be proposed to the Executive Committee in writing signed by at least three Members. At the start of a General Assembly a roll shall be signed by each Member present.

Article 17 - THE EXTRAORDINARY GENERAL ASSEMBLY

Extraordinary General Assemblies are held to modify this Constitution and the Rules and Regulations of the NBC (if any) and to decide on the dissolution of the NBC or its association with other entities. In order to adopt valid resolutions at least 20% of the Members of the NBC shall be present or represented at the Extraordinary General Assembly. If this condition is not fulfilled, the assembly shall be convened at a later date according to the provisions of Article 15 here above and during this second meeting it can adopt valid decisions irrespective of the number of Members present or represented but only regarding items on the agenda of the preceding Extraordinary General Assembly meeting.

Resolutions at an Extraordinary General Assembly need a majority of two thirds of the votes of the Members present or represented. Resolutions of the Extraordinary General Assembly shall be recorded in writing and signed by the Chairman and distributed to the Executive Committee Members.

Article 18 - BYLAWS

The Executive Committee may elaborate bylaws for issues not covered in this Constitution provided that those bylaws do not contradict with the content therein.

Article 19 - GOVERNING LAW

The NBC will not undertake any political activities and will at all times be governed by the laws of Dubai and the United Arab Emirates.

Article 20 - REGISTRATION WITH COMPETENT AUTHORITIES

This Constitution and subsequent amendments have been duly approved by all members and subsequently deposited with the Dubai Chamber of Commerce and Industry.

As adopted May 16, 1997

As amended April 2, 2006 (Art. 7) [general revision of membership categories]

As amended January 11, 2009 (Art. 5; 11.1-2; 12.1; 13; 14; 17.2; 18-20)

[intro. NXEC members, audit com., req. for changes to the constitution, bylaws, governing law and registration]