Official Documents

CONSTITUTION

CHARTER

Our Constitution

THE MARITIME LAW ASSOCIATION (UAE) NPIO

c/o Unit GV-00-10-07-OF-02, Level 7, Gate Village Building 10, Dubai International Financial

Centre, Dubai, United Arab Emirates

Email: info@emla-uae.com | Website: www.emla-uae.com

THE CONSTITUTION OF

“The Maritime Law Association (UAE) NPIO”

1. NAME AND PLACE OF BUSINESS

a) The name of the Association shall be “THE MARITIME LAW ASSOCIATION (UAE) NPIO” hereinafter referred to as the “Association”. It shall always be followed by the words “Non-Profit Incorporated Organisation” or its acronym “NPIO”.

b) The registered office and place of business of the Association shall be situated in the Dubai International Financial Centre at “Unit GV-00-10-07-OF-02, Level 7, Gate Village Building 10, Dubai International Financial Centre, Dubai, United Arab Emirates” or such other address as may subsequently be decided upon by the Executive Committee and approved by the Registrar.

c) The Association shall have its website at the following address: www.emla-uae.com or such other address as it adopts.

2. DEFINITIONS

a) The following defined terms have the meaning given below:

“Charter” means the Charter of Organisation of the Association as filed with the Registrar and as may be amended from time to time;

“CMI” means the Comité Maritime International, a non-governmental not-for-profit international organization incorporated and having its statutory seat in Belgium;

“DIFC” means the Dubai International Financial Centre;

“Registrar” means the DIFC Registrar of Companies appointed pursuant to Article 6 of the Operating Law (DIFC Law No. 7 of 2018) as amended from time to time;

“UAE” means the United Arab Emirates.

b) A term that is used in this Constitution which does not appear above and is defined in the Charter shall have the same meaning as in the Charter.

c) Where a capitalised term is not defined in this Constitution or in the Charter or where capitalisation of the initial letter is not used, an expression has its natural meaning.

3. OBJECTIVES

The objectives and purpose for which the Association is constituted are:

a) to contribute by all appropriate means and activities and to consider with foreign and other associations proposals for the unification of maritime law and international trade law in all its aspects and to promote justice in its administration.

b) to function as an independent network of maritime law professionals for promoting the advancement and development of maritime law both in the domestic sphere and internationally and to afford opportunities for Members to discuss matters and to undertake or to assist in the preparation and promotion of agreements and arrangement of national and international maritime law.

c) to affiliate itself with the CMI, to co-operate with and establish mutually beneficial relationships with other international maritime organizations and to promote UAE maritime interests., and to co-operate with and build up a network with other international maritime organizations.

d) to endeavour to present a balanced view of the interests represented in the Association; and

e) In general, to engage in any lawful act or activity for which the Association may be organised under the Non-Profit Incorporated Organisations Law, DIFC Law No. 6 of 2012, in furtherance of the above objectives.

f) To promote the study and to advance reforms in and to provide a forum for discussion and consideration of issues affecting maritime and international trade law and its administration in the UAE and the GCC region.

4. MEMBERSHIP

The membership of the Association is fully open to persons (individuals or bodies having juridical personality) who either are involved in maritime activities or are specialists in maritime law.

There shall be the following classes of Members.

a) Institutional Members

Any body of persons representing shipowners, shippers, merchants, manufacturers, insurers, insurance brokers, tugowners, shipbuilders, ports and harbour authorities, bankers, classification societies or other societies recognized or registered in the UAE, interested in the objectives of the Association may be considered for Institutional Membership by the Membership Committee. Each Institutional Member so admitted shall be entitled to nominate from time to time one representative (with power to appoint an alternate) to attend the meetings of the Association and to vote thereat with each Institutional Member allowed a total of one vote.

b) Corporate Members

Any bodies corporate or incorporate registered in the UAE, whether as a firm, partnership or corporation, interested in the objects of the Association may be considered for Corporate Membership by the Membership Committee. Each Corporate Member shall be entitled to nominate representatives, not exceeding five in number, to attend any meetings of the Association and to vote thereat with each Corporate Member allowed a

total of one vote.

c) Individual Members

Any person resident in the UAE who is above twenty-one (21) years of age interested in the objects of the Association (including members or employees of Institutional or Corporate Members provided that such individual is not their nominated representative at that time) and all Advocates and Solicitors who are registered as a legal practitioner in any Emirate in the UAE shall be eligible for Individual Membership. All such applications shall be considered by the Membership Committee. Each Individual Member shall be entitled to vote at the meetings of the Association and of any of the Association’s Committees of which he is a member.

d) Judicial and Governmental Members

Any person who is a judge or judicial officer of a court in the UAE or in a regulatory/governmental body in the UAE (whether at the Emirate or Federal level) and who is substantially concerned with maritime, logistics and international trade law shall be eligible for Judicial or Governmental Membership (as the case may be), which shall terminate when the Member ceases to hold office. All such applications shall be considered by the Membership Committee.

e) Law Students

Any person who is enrolled as a student in a university or school of law in the UAE or a UAE Citizen or resident enrolled in a foreign university or school of law, and who has expressed an interest in the practice of maritime and mercantile law, may be eligible for Law Student Membership, which shall terminate at the end of the calendar year in which the Member graduates or ceases to be a student at the Law School. A Law Student applicant shall file with the Membership Committee an application for Law Student Membership on a form provided by the Association accompanied by a one-time subscription in an amount set by the Membership Committee. Each application shall be supported by evidence of enrollment at the school of law, which shall be annexed to the application.

f) Honorary Member

The Executive Committee may elect as an Honorary Member any person who may render special services in the advancement of the objects of the Association. Honorary Members shall not pay any subscription and shall not have the right to vote and hold office.

5. APPLICATION FOR MEMBERSHIP

a) A person, institution or corporate body wishing to join the Association should submit their particulars to the Membership Committee on a prescribed form.

b) The Membership Committee will decide on the application for membership.

c) A copy of the Constitution and the Charter shall be furnished to every approved Member upon payment of the entrance fee.

6. MANAGEMENT & EXECUTIVE COMMITTEE

a) Apart from the members of the Board, there shall be not more than ten (10) Members who shall make up the Executive Committee of the Association (the “Executive Committee”).

b) The Executive Committee shall report to the Board.

c) The Executive Committee shall manage the day-to-day affairs of the Association and shall consist of not less than five (5) and not more than ten (10) Members, elected annually. Fifty percent (50%) of the members of the Executive Committee voting in person or virtually or represented by proxy shall constitute a quorum.

d) The Chairman of the Board will automatically become the President of the Executive Committee. Apart from this, there shall be elected two (2) Vice-Presidents, a Secretary, a Treasurer, and a Membership Director. The Immediate Past Chairman of the Board who is not re-elected shall also be an ex-officio member of the Executive Committee.

e) Names of the various officers except the Immediate Past Chairman shall be proposed and seconded at the Annual General Meeting from the representatives comprising Members and election will follow on a simple majority vote of the Members.

f) The Executive Committee shall serve for one year until their successors have been elected, at the next Annual General Meeting. All officers may be re-elected year after year.

g) The Executive Committee shall meet at least once in three (3) months, after five (5) days’ notice to Executive Committee members.

h) The Executive Committee may consider and report to the General Meeting of the Association such matters as in the opinion of the Executive Committee concern the objects of the Association.

i) The Executive Committee shall appoint from the Members, such Sub Committees and/or Standing Committees as may be deemed necessary to accomplish the objects of the Association. Such Sub Committees and/or Standing Committees shall report in writing to the Executive Committee and their terms of office shall expire at the following Annual General Meeting of the Association. The membership to each Sub Committee shall be regulated by the Executive Committee.

j) The Executive Committee may authorise any Sub Committee and/or Standing Committee or one or more representatives comprising Members of the Association to represent the Association and present its views at any national or international conference or other meeting at which it is considered that the objects of the Association

call for such representation, including but not limited to the CMI.

k) Any member of the Executive Committee absenting himself from three meetings consecutively (either in person or virtually) without satisfactory explanations shall be deemed to have withdrawn from the Executive Committee. The Executive Committee shall fill all vacancies between Annual General Meetings in all elected offices, such appointees to hold office until the next Annual General Meeting.

7. STANDING/ SUB COMMITTEES

a) Responsibilities of Committees

All Standing or Sub Committees shall discharge their responsibilities in conformity with the Association’s objectives.

b) Eligibility to serve on Standing or Sub Committees

All Members of the Association in good standing may become members of the Standing Committees or Sub Committees of the Association and vote in the proceedings of such Committees. However, no Member shall serve simultaneously on more than three Committees in any capacity other than as representative of the Board of Directors and/or Executive Council, unless, in the President’s sole opinion and discretion, there are exceptional circumstances.

The right to vote on the business of any Standing Committee or Sub Committee does not accrue until ninety (90) days have elapsed from the date that the Member joins such Committee.

c) Appointment and Term of Office of Standing Committee Chairs

No Standing Committee chair or Sub Committee chair, or other officer, shall serve as such for more than three consecutive years unless, in the Executive Committee’s opinion and discretion, there are exceptional circumstances that justify reappointment for an additional year.

d) Consideration of Standing Committee or Sub Committee Reports

Unanimous Standing Committee or Sub Committee reports may be acted upon at any meeting of the Members.

In the event of a dissent:

(1) a consolidated report setting out both majority and dissenting views shall be sent to the Executive Committee at least thirty (30) days prior to the date of the meeting at which it is to be acted upon; or

(2) if a consolidated report cannot be prepared, a report requesting action must be sent to the Secretary at least thirty (30) days prior to the date of the meeting at which it is to be acted upon. A minority report must be submitted to the Secretary at least fifteen (15) days prior to the date of the meeting at which it is to be acted upon. Abstentions shall not be considered as dissents.

If not less than one-third of the members of a divided Standing Committee or Sub Committee so request in writing, the President shall authorize proxy voting.

The Secretary shall, at least ten (10) days prior to the date of the meeting at which such reports are to be acted upon, send copies of both reports to each Member of the Association.

The requirements of this Clause or any part thereof may at any time be waived or suspended by action of the Board for good cause.

8. DUTIES OF OFFICE BEARERS

a) President

The President (Chairman of the Board) shall be the Chief Executive Officer of the Association and shall direct and supervise its affairs subject to the Charter and this Constitution and shall preside at all General and Committee Meetings of the Association.

He shall have the power to call Extra Ordinary General Meetings of the Association and meetings of the Executive Committee. He shall also represent the Association in its dealings with outside persons.

b) Vice-President

The Vice-President shall perform such duties as may be assigned to him by the President or by the Executive Committee and the Vice-President shall discharge the duties of the President in the absence of the President.

c) Secretary

The Secretary shall keep all records, except financial records, of the Association and shall be responsible for their correctness. He shall keep a record of the proceedings of all meetings of the Association. He shall notify all members of the Committees of their election or appointment and shall issue notices of all Annual General, Extra Ordinary General and Committee Meetings. He shall keep an up-to-date Members Register of the Association at all times. He shall do and prepare such other matters as the Executive Committee may from time to time require.

d) Treasurer

The Treasurer shall keep all funds and collect and disburse all moneys on behalf of the Association and shall keep an account of all monetary transactions and shall be responsible for their correctness. Cheques, etc. for withdrawals from the bank (to be named by the Executive Committee) will be signed by the President or Vice-President or the Secretary in addition to the Treasurer. In the event that the Treasurer is not present in Dubai (or UAE) to sign cheques, they may be signed by any two of the President, the Vice-President and the Secretary upon notice being given to the Treasurer.

e) Other Executive Committee Members The Other Executive Committee members shall assist in the general administration of the Association and perform any duties assigned by the Executive Committee.

9. LIMITATION OF LIABILITY AND INDEMNITY

a) Limited Liability of the Board, Officers and Members

In the absence of fraud or bad faith, the Board, Officers and Members of the Association (including Founding Members) shall not be personally liable for the debts or obligations of the Association except as otherwise provided by statute.

b) Limited Liability of the Board and Officers for negligence

No member of the Board or the Executive Committee, and no Officer shall be liable, and no cause of action may be brought, for damages resulting from the exercise of judgment or discretion in connection with the duties or responsibilities of such member or Officer, unless the act or omission involved willful or wanton conduct. Reimbursement for actual expenses shall not be deemed compensation of such member or Officer.

c) Indemnity to Officers

The Officers of the Association shall be indemnified by the Association against all liabilities and expenses incurred by them in or about the discharge of their respective duties except such as arise from their own respective willful or reckless acts or omissions.

10. SUPREME AUTHORITY AND GENERAL MEETINGS

a) The supreme authority of the Association is vested in a General Meeting of the Members presided over by the President.

b) The Annual General Meeting shall be held by April each year or at such time and place and time as the President, with the concurrence of the Executive Committee, shall designate. The following points will be considered at the Annual General Meeting:

i) The previous financial year’s accounts and annual report of the Executive Committee.

ii) The election of the Executive Committee and other Office-Bearers for the following term from amongst Members.

iii) Fixing the annual subscription of the Association, as set out in Clause 12 below.

c) At other times, an Extra Ordinary General Meeting must be called by the President on request in writing of one-quarter of voting Members or thirty (30) voting Members whichever is the lower. An Extra Ordinary General Meeting may be called at any time by the order of the Executive Committee.

d) At least one-half of voting Members of the Association present at a General Meeting shall form a quorum. In the event of there being no quorum, the meeting shall be adjourned for half an hour and should the number then present be insufficient to form a quorum, the meeting shall be adjourned to a place and time determined by the Executive Committee.

e) At least twenty-one (21) days notice of the Annual General Meeting or an Extra Ordinary General Meeting shall be given to Members. If at any meeting neither the President nor the Vice-President be present, the Members present shall choose a member of the Executive Committee present to be Chairman of the Meeting.

f) No Resolution shall be proposed at any General Meeting unless the terms thereof have been previously notified to the Secretary, in writing, not less than seven (7) days before the date of the meeting.

11. PROXY VOTING

In order to effect voting by proxy, any Member entitled to vote may deliver to the Secretary, or the Secretary’s designee, a duly signed instrument, as appears in the form annexed in Appendix A to this Constitution, not less than 48 hours before the date appointed for the meeting at which the vote is to be taken, or within such later time as the Secretary, or the Secretary’s designee, may fix, which shall not be later than the time appointed for the opening of the meeting. Only the Member appointed in such instrument shall be authorized to cast the vote, and such vote shall have the same effect as any other vote. In addition to the Member’s own vote, a Member may cast one vote for each proxy held.

12. ANNUAL SUBSCRIPTIONS

a) The annual subscriptions shall be fixed at an Annual General Meeting and shall be payable upon joining the Association or on 1 January of the ensuing year, as the case may be.

b) Honorary Members and Judicial and Governmental Members shall be exempt from the payment of dues.

c) If a Member falls into arrears with his subscription or other dues, he shall be informed in writing by the Treasurer. If he fails to settle his arrears within thirty (30) days, he may be denied the privileges of membership, including his right to attend and vote at General Meetings. If such Member shall be in arrears for more than twelve (12) months, he shall automatically cease to be a Member. All outstanding arrears must be fully paid up before membership can be reinstated. The Executive Committee may, at its discretion, reinstate anyone who ceases to be a Member under this rule on his paying up all his arrears.

d) The rate of the annual subscriptions may only be varied by a General Meeting of the Members. Any special subscriptions for particular purposes may only be raised from Members with the consent of a General Meeting of the Members.

e) Any additional funds required for special purposes may only be raised from Members with the consent of the General Meeting of the Members.

f) The income and property of the Association whensoever derived shall be applied towards the promotion of the objects of the Association as set forth in this Constitution and no portion thereof shall be paid or transferred directly or indirectly by way of dividend or bonus or otherwise howsoever by way of profit to the persons who at any time are or have been Members of the Association or to any of them or to any person claiming through any of them.

13. AMENDMENTS

This Constitution may be amended at an Annual General Meeting by a vote of at least two[1]thirds of those present and voting, provided notice of any such proposed amendment shall be submitted to the Executive Committee not less than twenty-one (21) days before the meeting at which the proposed resolution is to be considered and a copy shall be forwarded to all Members at least fourteen (14) days before the meeting.

14. INTERPRETATION

The Executive Committee shall be the authority for the interpretation of the Constitution or any by-law may be made hereunder and the decision of the Executive Committee shall be final unless it is reversed at a General Meeting of Members.

For the avoidance of doubt it is clarified that this Constitution is subject to and shall be read in consonance with and as supplementing but in no way amending the Charter.

The Association is democratically constituted and governed. Thus, for the avoidance of doubt, it is clarified that references in Articles 7, 8, 9, 10, 16, 17, 21, 22 and 23 of the Charter to ‘Founding Members’ shall be deemed to be references to ‘Members’ such that all classes of Members shall, subject to the limitations set out in Clause 4 above, have the right to vote and be elected to all Committees (including the Executive Committee) of the Association.

In the event of a conflict of terms and, save to the extent provided above, the provisions of the Charter shall prevail over those of this Constitution to the extent of such conflict but no further.

15. EXPULSION

a) The Executive Committee shall have power to expel any Member who has violated the rules of the Constitution, or whose conduct shall in the opinion of the Executive Committee render him unfit for membership of the Association.

b) Before any such Member is expelled the Secretary shall give him a minimum of seven (7) days’ written notice to attend a meeting of the Executive Committee and give an explanation, and shall inform him of the complaints made against him. No Member shall be expelled unless a majority of the Executive Committee then present, vote in favour of his expulsion.

c) Members who appear on any official sanctions list of UAE authorities shall be suspended from membership until such sanctions are lifted.

16. TERMINATION OF MEMBERSHIP

A Member in good standing may resign from the Association at any time by so advising the Secretary in writing. Such resignation will be effective upon receipt of the Member’s written notice by the Secretary of the Association.

17. PROHIBITIONS

a) The funds of the Association shall not be used to pay the fines of Members who have been convicted in a court of law.

b) The Association shall not hold any lottery, whether confined to its Members or not, in the name of the Association or its office bearers, Executive Committee or Members unless with the prior approval of the relevant authorities.

c) The Association shall not indulge in any political activity or allow its funds and/or premises to be used for political purposes.

d) The Association shall not raise funds from the public for whatever purposes without the prior approval in writing of the relevant authorities.

18. DISPUTES

a) All disputes, controversies or differences arising out of or in connection with this Constitution will, at the first instance, be raised by way of an official complaint to the designated Complaints Committee.

b) If not resolved within ninety (90) days, the complaint shall be escalated to an independent third-party panel to be appointed by the Board.

c) All disputes, controversies or differences arising out of or in connection with this Constitution, which cannot be so resolved by the independent third-party panel appoint pursuant to Clause 18(b) above shall be referred to and finally resolved by arbitration under the Arbitration Rules of the Dubai International Arbitration Centre, which Rules are deemed to be incorporated by reference into this clause.

The number of arbitrators shall be one.

The seat of arbitration shall be DIFC. The language to be used in the arbitration shall be English.

d) The Constitution and all its subsequent variations shall be subject to, governed by and interpreted in accordance with the laws of the DIFC for every purpose.

19. DISSOLUTION

a) The Association shall not be dissolved, except with the consent of not less than seventy five percent of the voting Members of the Association for the time being resident in UAE expressed, either in person or virtually or by proxy, at a General Meeting convened for that purpose.

b) A certificate of dissolution shall be given within seven (7) days of the dissolution to theRegistrar.

Standard Charter

[Maritime Law Association (UAE) NPIO]
Incorporated Organisation

1. INTERPRETATION

In this Charter,

a. the following terms shall have the meanings set opposite, if not consistent with the subject or context;
'Charter' means this Charter of the Incorporated Organisation.

'Board' means the governing body of the Incorporated Organisation composed of Founding Members.

‘Founding Member’ is a person who has signed the application for incorporation of an Incorporated Organisation or has been appointed by the Board as a Founding Member.
‘Member’ means a person or body corporate that has been accepted as a member in the Incorporated Organisation and paid the due membership fees.
‘Members Register’ means the register of Founding Members and Members of the Incorporated Organisation.
'Office' means the registered office of the Incorporated Organisation.
‘Ordinary Resolution’ means a resolution of a duly constituted general meeting of the Incorporated Organisation’s Founding Members passed by the votes of the Founding Members entitled to vote and representing a simple majority of the memberships of the Incorporated Organisation, cast in person or by proxy and voting at the meeting. It includes any unanimous written resolution of the Founding Members entitled to vote, expressed to be an ordinary resolution.
‘Special Resolution’ means a resolution in respect of which notice of intention to
propose the resolution has been given, and that has been passed by the positive vote of Founding Members holding at least 75% of the memberships entitled to vote on the resolution.

'the Law' means the Non Profit Incorporated Organisations Law, DIFC Law No. 6 OF 2012 , as amended from time to time.

'the seal' means the common seal of the Incorporated Organisation, including every duplicate seal.

'Secretary' means the Secretary of the Incorporated Organisation or any other person appointed to perform the duties of the Secretary of the Incorporated Organisation, including a joint, assistant or deputy Secretary.

unless the context otherwise requires, words or expressions defined in the Law, shall have the same meanings herein but excluding any statutory modification thereof not in force when this Charter becomes binding on the Incorporated Organisation;
unless the context otherwise requires:
- words in the singular shall include the plural and vice-versa;
- words in the masculine shall include the feminine; and
- words relating to natural persons shall include companies, entities, associations or bodies of persons whether incorporated or not.
the word “may” shall be construed as permissive and the word “shall” as imperative.
the headings herein are for convenience only and shall not affect the construction of these Charter;
references to statutes are, unless otherwise specified, references to the laws, regulations and other statutes of the Dubai International Financial Centre and, subject to paragraph (B) above, include any modification or re-enactment thereof for the time being in force; and
where an Ordinary Resolution is expressed to be required for any purpose, a Special Resolution is also effective for that purpose.

2. INCORPORATED ORGANISATION NAME

The Incorporated Organisation’s name is [Maritime Law Association (UAE) NPIO]
and it shall always be followed by the words “Non-Profit Incorporated Organisation” or its acronym “NPIO”.

3. INCORPORATED ORGANISATION REGISTERED OFFICE

The registered office of the Incorporated Organisation shall be situated in the Dubai
International Financial Centre.

4. INCORPORATED ORGANISATION PURPOSES

The Authorised Purposes of the Incorporated Organisation are:
a) [to function as an independent network of maritime law professionals for promoting the advancement and development of maritime law both in the domestic sphere and internationally and to afford opportunities for members to discuss matters of national and international maritime law].

b) [to affiliate itself with the Comite Maritime International, Belgium (CMI), and to put forward a united front on UAE maritime interests, and to co-operate with and build up a network with other international maritime organizations]; and

c) In general, to engage in any lawful act or activity for which an Incorporated Organisation may be organised under the Law, in furtherance of the above objectives.

5. INCORPORATED ORGANISATION’S MEMBERSHIP

A. Subject to the provisions of the Law and without prejudice to any rights, entitlements or restrictions attached to any existing membership, any membership may be issued with such rights, entitlements or restrictions as the Board may by Ordinary Resolution determine.

B. Subject to the provisions of the Law and Regulations, an Incorporated
Organisation shall not have more than [10] of Founding Members at any time
during its existence.

C. No person shall be recognised by the Incorporated Organisation as a Founding Member or Member unless such person’s name is entered in the Members Register.

6. ADMISSION OF NEW FOUNDING MEMBERS

A. The admission of new Founding Members, except those who have signed the application for incorporation, shall require a Special Resolution of the Board.
B. The Incorporated Organisation may charge a reasonable fee for the registration of Members into the Members Register.
C. The Board shall determine the form of membership certificates, and if any are to be issued to a Founding Member or Member, through an Ordinary Resolution.

7. GENERAL MEETINGS

Any Founding Member may call a general meeting, including an annual general meeting.

8. REQUISITION AND NOTICE OF GENERAL MEETINGS

A. Subject to the Law, a general meeting shall be called by at least 21 days’ notice to all the Founding Members.
B. Such notice of general meeting shall specify the time and place of the meeting and the general nature of the matters to be considered.
C. A notice of meeting in respect of an annual general meeting shall in addition specify that it is in respect of an annual general meeting.
D. The proceedings of a meeting are not invalid solely because of the inadvertent failure to give notice of the meeting to, or the failure to receive notice of a meeting by any person entitled to receive such notice.

9. PROCEEDINGS AT GENERAL MEETINGS

A. No meeting shall take place unless a quorum is present. The majority of persons entitled to vote shall constitute a quorum.

B. If a quorum is not present within half an hour from the time stated for the meeting, the meeting shall be adjourned to a place and time determined by the Founding Members. If during the meeting a quorum ceases to be present the meeting shall be adjourned to a place and time determined by the Founding Members.

C. The chairman of the Board shall chair the meeting. If the chairman of the Board is not present or willing to act within fifteen minutes of the stated time for commencement of the meeting, and in the absence of a nominee, another Founding Members elected by the rest of the Founding Members present shall chair the meeting. If no Founding Members are present or willing to chair the meeting, then the Founding Members shall elect one of their members to chair the meeting.

D. The chairman may adjourn the meeting with the consent of the majority of the votes at the meeting. No matters shall be considered at an adjourned meeting other than matters that might have been considered at the meeting had the adjournment not taken place. It is not necessary to give notice of the adjourned meeting unless the meeting was adjourned for fourteen days or more, in which case at least seven days' notice shall be given specifying the time and place of the adjourned meeting and the general nature of the matters to be considered.

E. Unless a poll is demanded, a resolution put to the vote shall be decided on a show of hands. A poll may be demanded before or on the declaration of the result of a vote by show of hands:
i) by the chairman; or
ii) by at least two Founding Members having the right to vote at the meeting.

F. Unless a poll is demanded the chairman may declare that a resolution has been carried or lost by a particular majority. The entry in the minutes of the meeting of that declaration shall be conclusive evidence of the result of the resolution.

G. A poll shall be taken in the manner the chairman directs and the result shall be the resolution of the meeting at which the poll was demanded.

H. A poll demanded on the election of a chairman or on an adjournment shall be taken immediately. A poll demanded on any other question shall be taken as the chairman directs but not more than thirty days after the poll is demanded. The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll is demanded.

I. Seven days’ notice shall be given specifying the time and place at which a poll shall be taken unless the time and place is announced at the meeting at which the poll is demanded.

J. A resolution may be passed in writing in accordance with the Law.

10. VOTES OF FOUNDING MEMBERS

A. No objection may be raised to the right of any voter except at the meeting at which the voter is to vote. The decision of the chairman in respect of any objection or the right of any voter shall be final.

B. A Founding Member may vote on a poll by proxy.

C. An instrument appointing a proxy shall be in writing in a form approved by the Founding Members and distributed with the notice of a meeting. The form approved and distributed by the Incorporated Organisation must include a section allowing the Founding Member to direct the proxy on how the proxy shall act.

D. The instrument appointing a proxy must be deposited at the registered office of the Incorporated Organisation at least 48 hours before the time at which the meeting at which the proxy is to be exercised is to be held. In the case of a poll not being taken immediately but sometime after it is demanded, the instrument appointing a proxy may be deposited at the poll with the chairman, secretary or any Founding Members or at any time before the poll at the registered office of the Incorporated Organisation.

E. A vote given or poll demanded by proxy is valid notwithstanding the determination of the Founding Member who appointed the proxy unless the Incorporated Organisation receives notice from the Founding Member in writing prior to the vote being taken or the poll being demanded.

11. NUMBER OF PERSONS IN A BOARD

The Incorporated Organisation shall have a Board consisting of the Chairman of
the Board, and [4] Founding Members.

12. ALTERNATE FOUNDING MEMBERS IN THE BOARD

A. Any Founding Members may appoint any other Founding Members or any other person approved by the Founding Members to act as his alternate and may remove the alternate Founding Members so appointed. The alternate Founding Members shall perform all the functions of his appointer as a Founding Member but is not entitled to remuneration for his services.

B. An alternate Founding Members shall be given notice of all meetings of which his appointor is entitled to receive notice and is entitled to attend and vote at such meetings.

C. An alternate Founding Members holds office for as long as his appointor holds office unless he is removed by written instrument by his appointor.

D. Any appointment or removal of an alternate Founding Members shall be given to the Secretary.

E. Unless otherwise provided, an alternate Founding Members shall not be regarded as the agent of his appointor but shall be responsible for his acts or omissions.

13. POWERS OF FOUNDING MEMBERSS

A. Subject to the Law and this Charter, the Incorporated Organisation shall be managed by the Board. No subsequent amendment to this Charter shall invalidate any act of a Founding Member or the Board.

B. The Board may appoint a person to be the agent of the Incorporated Organisation.

C. The Board may delegate any of its powers to an attorney-in-fact or to a committee of Founding Members or in accordance with the Law.

D. The Founding Members shall be in charge of the day-to-day administration of the Incorporated Organisation and shall have full powers to represent the Incorporated Organisation in the pursuit of its Authorised Purposes. Such powers include but are not limited to:
(i) negotiate, sign, execute all contracts, transactions, arrangements, and deals of whatever kind or nature with third parties, and any authority whatsoever, in the name of the Incorporated Organisation with right to terminate and amend such contracts and agreements as required from time to time;
(ii) open, close and manage all bank accounts pertaining to the Incorporated Organisation, to carry out all banking transaction on behalf of the Incorporated Organisation including without any limitation the right to issue, sign, endorse cheques, drawing voucher letters of credit, transfer, obtain loans with or without security, bank facilities, bank guarantees and bank performance bonds and to complete and sign all applications and documents necessary for the performance of the Incorporated Organisation’s corporate objectives;
(iii) employ all persons required for the Incorporated Organisation’s business, to define their salaries, benefits, remunerations and the rules and provisions related to their employment as well as the right to terminate their services;

(iv) sign memorandum of association in terms and conditions as it may deem fit;
(v) claim on behalf of the Incorporated Organisation, to attach the properties of debtors, refer cases to arbitration, to appoint lawyers and otherwise take all legal proceeding for the protection of the Incorporated Organisation’s interests as plaintiff or defendant or as party to arbitration or otherwise.

14. APPOINTMENT AND RETIREMENT OF FOUNDING MEMBERS

A. A person shall not be appointed as a Founding Member at a general meeting unless he has been recommended by a Founding Member or a Member and details of the proposed Founding Member have been included in the notice of meeting at which the appointment is to be considered. The details shall include at least the information that would be included in the register of Founding Members if the person was appointed.

B. Subject to the preceding clause, additional Founding Members may be appointed by the Board of an Incorporated Organisation by special resolution as long as the total number of Founding Members does not exceed any maximum number of Founding Members stipulated by the Law, Regulations or this Charter.

15. DISQUALIFICATION AND REMOVAL OF FOUNDING MEMBERS

A. A Founding Member’s office is automatically vacated if he:
(i) is prohibited by the Law or Regulations from being a Founding Member;
(ii) becomes bankrupt;
(iii) is, by virtue of any mental or physical disability, incapable of acting; without permission, does not attend three successive meetings of the Board;

(v) resigns his office by notice to the Incorporated Organisation; or
(vi) is removed by resolution of the Founding Members.

16. REMUNERATION AND EXPENSES OF FOUNDING MEMBERS

The Founding Members shall receive such remuneration as the Incorporated Organisation determines by resolution and shall receive payment of all expenses incurred in association with the carrying out of their duties as Founding Members.

17. PROCEEDINGS

A. Subject to the provisions of this Charter, Founding Members may regulate their proceedings as they think fit.

B. Any matters arising at a meeting shall be decided by a majority of votes with the Chairman having a second or casting vote in the case of equality of votes.

C. The quorum for the transaction of the business of the Board shall be two or any other number fixed by the Founding Members.

D. If the number of Founding Members is less than the number fixed as the quorum, the continuing Founding Members or Founding Members may act only for the purpose of filling vacancies or of calling a general Founding Members’ meeting.

E. The Chairman shall preside at all meetings. If there is no Founding Member holding that office, or if the Founding Members holding it is unwilling to preside or is not present within five minutes after the time appointed for the meeting, the Founding Members present may appoint one of their number to be chairman of the meeting.

F. All acts done by a meeting of the Board, or of a committee of Founding Members, or by a person acting as a Founding Member shall be valid, notwithstanding any defect in his appointment or his disqualification from holding office, or that he was not entitled to vote, being discovered afterwards.

G. A resolution in writing signed by all the Founding Members entitled to receive notice of the meeting shall be as valid and effectual as if it had been passed at a meeting of the Board. The resolution may consist of several documents in the like form each signed by one or more Founding Members.

H. A Founding Member shall not vote at a meeting of Founding Members on any resolution concerning a matter in which he has a direct or indirect conflict of interest. For the purposes of this clause, an interest of a Founding Member includes an interest of any person who is connected to a Founding Member.

I. A Founding Member shall not be counted in the quorum present at a meeting in relation to a resolution on which he is not entitled to vote.

J. The Incorporated Organisation may by resolution suspend or relax any provision of this Charter prohibiting a Founding Member from voting at a meeting.

K. The chairman of the meeting shall rule on any question arising at a meeting on the right of a Founding Member, other than himself, to vote and his ruling shall be final and conclusive.

20. SECRETARY

Subject to the Law, the Board may appoint and remove a secretary and shall decide on the terms, remuneration and conditions of appointment.

21. MINUTES

The Founding Members shall cause minutes to be kept for recording:
(i) all appointments of officers made by the Founding Members; and
(ii) all proceedings at general meetings of the Incorporated Organisation; of the Board, and of committees of Founding Members, including the names of the Founding Members present at each such meeting.

22. NOTICES

A. Any notice required to be given under this Charter shall be in writing.

B. The Incorporated Organisation may give any notice to a Founding Member either personally or by sending it by post in a prepaid envelope addressed to the Member at his registered address or by leaving it at that address.

C. A person presents, either in person or by proxy, at any meeting shall be deemed to have received notice of the meeting.

D. Proof that an envelope containing a notice was properly addressed, prepaid and posted is conclusive evidence that the notice was given 48 hours after it was posted. A notice shall be deemed to be given at the expiration of 48 hours after the envelope containing it was posted.

E. A notice may be given by the Incorporated Organisation to a persons entitled to become a Member in consequence of the death or bankruptcy of a Member by sending or delivering it, at the address, supplied for that purpose by the persons claiming to be so entitled. Until such an address has been supplied, a notice may be given in any manner in which it might have been given if the death or bankruptcy had not occurred.

23. INDEMNITY

The Incorporated Organisation shall indemnify each Founding Members or other officer or auditor of the Incorporated Organisation in respect of any liability incurred in defending any proceedings to the extent allowed by the Law.

25. AMENDMENT OF THIS CHARTER

This Charter may only be amended through a Special Resolution adopted at a general meeting