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Articles Of Association

THE TURKISH BUSINESS COUNCIL

The council is known as “Turkish Business Council” (hereinafter referred to as “TBC”). The Council’s head office is located in Dubai, United Arab Emirates. It functions under the umbrella of Dubai Chamber of Commerce and Industry.

ARTICLE 1 – OBJECTIVES

OBJECTIVES

TBC is a non-profit making organisation of companies and individuals. TBC is a corporate body financed through membership fees and by way of social activities organised by TBC. The Council’s principal objectives are:
A)TO PROMOTE COMMERCIAL INTERESTS OF TURKEY AND TURKISH
BUSINESSMEN IN THE UAE,
B)TO PROMOTE TURKISH COMPANIES AND THEIR GOODS AND SERVICES IN THE
UAE,
C)TO STRENGTHEN TRADE RELATIONS BETWEEN TURKISH COMPANIES, TURKISH
BUSINESSMEN AND OTHER COMPANIES IN THE UAE,
D)TO CONTRIBUTE TO AN INCREASING TRADE VOLUME BETWEEN TURKEY AND
THE UAE.
To achieve these objectives, the Council shall:
a)Represent the interests of its Members at UAE government departments and other public and private organisations;
b)Prepare and distribute printed material to promote TBC and its Members;
c)Make known by way of advertisement and news letters the objectives of TBC;
d)Enhance social, cultural and business relations among its Members;
e)Organize on a regular basis meetings and seminars along with participating in and contributing to the organization of trade fairs;
f)Encourage Turkish companies to make investments with or without local partners in the UAE;
g)create an awareness among local and international companies in the UAE about business opportunities in the Turkish market and encourage them to make investments in Turkey;
h)Promote Turkish companies and Turkish goods and services in the UAE and other Gulf countries and thus expanding the regional awareness of Turkey and the Turkish business community;
i)Act as an information office for Turkish companies preparing to start business in the UAE or help to establish an information office to this end; Develop and increase cooperation with other associations and organisations with similar objectives;
j)Monitor business and legal developments in the region and inform its Members about these developments.
The above-mentioned objectives may be expanded by a decision of the General Assembly.

ARTICLE 2 - TERRITORY

2. TERRITORY

The principal region where TBC shall conduct its activities shall be Dubai and the U.A.E. The Administrative Board may decide to take up initiatives in Turkey or in any other country in compliance with the objectives outlined in this document.

ARTICLE 3 – MEMBERSHIP

3.1 Eligibility

The following companies and individuals shall be eligible for membership:
a)Companies conducting business in the UAE with at least one partner being a Turkish citizen,
b)Local branches of Turkish companies,
c)Local agents, distributors or representatives of Turkish companies,
d)Companies having regular business activities with Turkish companies,
e)Turkish citizens and individuals of Turkish origin working as a professional in the UAE.
f)Companies which are based in Turkey and conducting regular business activities in the UAE. The Administrative Board shall be authorized to evaluate and to approve/reject membership applications in accordance with the rules and regulations stated in the memorandum. For this purpose the Administrative Board may request further information and documents qualifying the applicant as an eligible member.
Any person who had been convicted of a criminal offence, for which a term of imprisonment was imposed as a penalty, in accordance with the UAE’s and Republic of Turkey’s Penal Code, shall not be a Member of TBC.
3.2 Membership Categories
3.2.1 Corporate Membership
3.2.1 Organisations or companies subject to the stipulations of Article 3.1, clauses (a), (b), (c) or (d), can apply as Diamond Corporate Members, Gold Corporate Members or Corporate Members. Companies applying for Diamond Corporate Membership shall have the right to appoint up to four
(4) individuals as representatives of their companies (“Corporate Member Representatives”) to the Secretary General. Each representative shall have one vote at meetings of the General Assembly.
Companies applying for Gold Corporate Membership shall have the right to appoint up to three
(3) individuals as representatives of their companies (“Corporate Member Representatives”) to the Secretary General. Each representative shall have one vote at meetings of the General Assembly.
Companies applying for Corporate Membership shall have the right to appoint up to two (2) individuals as representatives of their companies (“Corporate Member Representatives”) to the Secretary General. Each representative shall have one vote at meetings of the General Assembly. Corporate Member Representatives shall either be employed by or shall be a partner / director of the Company they represent. Corporate Members may change their Corporate Member Representatives by giving notice in writing to the Secretary General. In case of such a replacement no additional membership fees shall be charged.
3.2.2 Individual Membership
3.2.2 Any individual person subject to the stipulations of Article 3.1 clause (e) can apply to be an Individual Member. Additionally any individual person subject to the stipulations of Article 3.1 clause (e) and under the age of 30 can become an individual member, referred Young Professional, paying half of the entrance and annual fee. An Individual Member has one vote at meetings of the
General Assembly.
An Individual Member may not work for companies outlined in Article 3.1 (a), (b), (c) or (d). However, he shall be an employee with a valid residential permit in the UAE.
3.2.3 Membership from Abroad
Turkish companies not registered in the UAE, subject to the stipulations of Article 3.1 clause (f), may apply for Membership from Abroad, indicating in a letter to the Administrative Board their commercial interests in the UAE.
The Administrative Board shall be entitled to approve Members from Abroad. Upon approval, Members from Abroad shall – like Corporate Members - nominate up to two (2) individuals as their Corporate Member Representatives to the Secretary General. Members from Abroad shall have no Voting Rights at the General Assembly. However, they shall be notified of and their Representatives shall have the right to attend all meetings, including the General Assembly. Otherwise, Members from Abroad shall enjoy the same rights and privileges like other Members. A Member from Abroad, who after becoming Member, change his status and turn into an eligible Member in accordance with the stipulations under Article 3.1, shall automatically become Corporate Member after informing the Administrative Board in writing. No additional membership fee shall be charged until the end of the paid term.
3.2.4 Honorary Membership
3.2.4.1Honorary Members are members of diplomatic and consular missions of Republic of Turkey, Commercial and Tourism Attachés and the representatives of Turkish Airlines, in the United Arab Emirates.
3.2.4.2The Administrative Board shall issue invitations, to become Honorary Member to those, who in the opinion of the Administrative Board, should be beneficial in achieving the objectives outlined in Article 1 due to their position or social status as well as to individuals or companies who have highly committed to these goals in the past.
3.2.4.3Honorary Members shall be entitled to the same rights and privileges like other members, but they shall not have voting rights.
3.2.4.4Honorary Members shall not pay any membership fee.
3.3Application by New Members
Candidates applying for membership shall complete an application form approved by TBC and submit it with other relevant documents to the Secretary General. The applications shall be evaluated and approved or rejected by the Administrative Board in accordance with the criteria that is laid down in this text. The Secretary General shall observe the application procedure to be finalized by the Administrative Board within two months. Membership of an individual and a company commence after the payment of the membership fee.
3.4General Provisions with regard to Membership
3.4.1Any Member may resign at any given time upon a notice in writing to the Secretary General. Membership fees are non-refundable.
3.4.2Membership shall not be transferable.
3.4.3The membership of any Member who was convicted of a criminal offence for which a term of imprisonment had been imposed as a penalty, in accordance with the UAE’s and Republic Of Turkey’s Penal Code, is automatically cancelled. The dismissal shall be announced by the Administrative Board. The remaining balance of membership fees shall be refundable.
3.4.4If, in the opinion of the Administrative Board, any Member’s conduct or business activity adversely affects the interests of TBC and its objectives, as outlined under Article 1, the Administrative Board shall have the right to ask the Member to submit a written statement with respect to his conduct. In case the explanation is not to the satisfaction of the Administrative Board, the Member shall be advised to resign. If the Member does not comply with submitting a written statement or resigning from TBC within 15 days, the Administrative Board shall cancel his membership and inform the concerning person as well as the members of TBC in writing. Both the request for a statement in writing and the dismissal from membership have to be decided with 75% majority of the Administrative Board. Reinstatement of cancelled membership shall take place with unanimous vote of the Administrative Board. The remaining balance of membership fees shall be refundable.
3.4.5If a Member of the Administrative Board is subject to the stipulations of Article 3.4.3, both the request for a written statement and the dismissal from membership have to be decided with 75% majority of the Administrative Board Members, excluding the Member subject to the dismissal. In case of dismissal of an Administrative Board Member, one of the Reserve Members shall be appointed.
3.4.6 In order to be eligible for voting rights in an Ordinary or Extraordinary General Assembly, the member has to complete its membership process, 1 month prior to the General Assembly.

ARTICLE 4 – FINANCIAL YEAR

FINANCIAL YEAR

The financial year of TBC shall commence each year on January 1 and end on December 31. The General Assembly may change the financial year, which shall be effective after three months of the resolution.

ARTICLE 5 – MEMBERSHIP FEES

MEMBERSHIP FEES
The Administrative Board announces the Membership Fees from time to time. Current membership renewals and new membership applications are made based on the announced Membership Fees. Members, that already have paid the membership fees prior to the announcement of such change, are not affected of changed membership fees. The Administrative Board shall announce the fees for “Corporate Membership”, “Individual Membership” and “Membership from Abroad” categories separately. Membership fees shall be paid as “entrance fees” and “annual fees”. Honorary Members shall not be required to pay Membership Fees.
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. For the following years, all members shall receive a reminder for the payment of next year’s annual fee, from the Secretary General 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. Membership of Members, who fail to pay the annual fee within 15 days after receiving the reminder, shall be subjected to cancellation, at the discretion of the Administrative Board. The Administrative Board shall announce those Members. Former Members, who want to re-apply for Membership, shall pay the entrance fee and the annual fee of that year.

ARTICLE 6 – ANNUAL MEETINGS

6.1Ordinary General Assembly Meetings
6.1.1TBC shall each year in the second month of the financial year hold its Ordinary General Assembly. The Chairman of TBC shall call the General Assembly with at least 21 days’ and at most 30 days’ notice.
6.1.2The quorum for any Ordinary General Assembly Meeting shall be 40% of the Voting Members. Members may appoint another Member of the General Assembly, or if it is a corporate member another representative may be appointed from the same corporation as proxy to attend and vote in their place at the Ordinary General Assembly. Approval of resolutions shall be adopted with 50% + 1 vote of the Members present and represented by proxy.
6.1.3The fixed agenda of the Ordinary General Assembly Meeting is:
a)Election of Chairperson
b)Reading of the audit report of the previous financial year
c)Releasing the budget of the previous financial year
d)Releasing of the Administrative Board of the previous financial year
e)Approval of the annual budget prepared by the incumbent Administrative Board
f)Election of new Administrative Board Members
g)Election of new Auditors
h)Miscellaneous and closing remarks
Any issue proposed by Voting Members and approved by the Chairperson may be added to the
Agenda.
6.2Extraordinary General Assembly Meetings
6.2.16.1.1Extraordinary General Assembly Meetings may be called with at least 75% of the Administrative Board Members. Extraordinary General Assemblies shall be held with at least 14 days’ and at most 21 days’ notice.
6.2.2The Administrative Board shall call an Extraordinary General Assembly Meeting if more than 50% of the General Assembly Members with Voting Rights submit a joint declaration in this respect in writing to the Secretary General. The Administrative Board shall announce this request within 7 days. The Extraordinary General Meeting shall be held at least after 7 days, at most after 14 days after announcement.
6.2.3The Group calling for an Extraordinary General Assembly shall announce the agenda before the Meeting. The first issue on the agenda of the Extraordinary General Assembly shall be the Election of a Chairperson.
6.2.4The quorum for an Extraordinary General Assembly Meeting shall be 50% of the Voting Members. Members may appoint another Member of the General Assembly as proxy to attend and vote in their place at the Extraordinary General Assembly. Resolutions shall be adopted with 50% + 1 vote of Members present and represented by proxy.
6.3General Provisions Concerning Ordinary General Assemblies and Extraordinary General Assemblies
6.3.1Members who did not receive an invitation to a General Assembly Meeting should not invalidate the proceedings of the meeting.
6.3.2If, within 45 minutes from the time appointed for the meeting, a quorum was not present, the meeting should be adjourned for 14 days. If, at the subsequent meeting, there is no quorum, then those present shall constitute a quorum.
6.3.3The Chairperson shall chair the General Assembly.
6.3.4The Chairperson shall have no votes except in cases outlined in article 6.3.7.
6.3.5Resolutions put to vote at the General Assembly shall be decided on a show of hands or by reading of names, unless at least half of the Voting Members present at the Meeting request a poll. Polls shall take place with secret ballots.
6.3.6For any individual voting, if the ratio of abstentions is equal or more than 30% of the vote of the Members present and represented by proxy, then the Chairperson shall request the spokespersons of groups that voted “YES” and “NO” to explain their stands. Afterwards, a second vote shall take place. For the second vote, the abstentions shall count as “NO” vote.
6.3.7In case of an equality of votes, a second voting shall take place. If equality of votes is obtained again, the Chairman shall have a casting vote.
6.3.8Members may appoint another Member as proxy to attend and vote in their place at a General Assembly Meeting. The Member being appointed as proxy shall hand over a signed statement to the Chairman at the beginning of the General Assembly with the following wording:
“I/We being a Voting Member of TBC hereby appoint as my/our proxy to attend and vote for me/us on my/our own behalf at the General/Extraordinary General Assembly to be held on ..__/__/200 . Date and signature”
6.4Voting Rights
6.4.1Voting Rights of each Member category is enlisted under “Article 3 – Membership”.
6.4.2Candidate Members who have applied but whose applications have not been finalized may participate in the General Meeting as an observer without having Voting Rights.

ARTICLE 7 – ADMINISTRATIVE BOARD

7.1Management of TBC

7.1.1 TBC shall be managed by an Administrative Board to be elected at an Ordinary General Assembly Meeting for the duration of two year.
7.1.2 The Administrative Board comprises the following positions: 1 Chairman, 20 Administrative Board Members (in total 21 members). Within one week of Administrative Board is been elected, the Committee shall appoint, one Executive Deputy Chairman up to 4 deputy Chairmen and/or members and Treasurer from within the elected Administrative Board Members. Such appointment shall be communicated to the members of TBC and Dubai Dubai Chamber of Commerce and Industry immediately.
7.1.3 7.1.3 Candidates for the Administrative Board shall present a list of up to 20 persons to the Chair Person of the General Assembly. The Administrative Board shall be elected with a secret ballot poll by the General Assembly Members with Voting Rights (Corporate Member Representatives or Individual Members), by voting to one of the lists declared as candidate. In case where more than two lists contest for election be re-held between two lists that obtain the bulk of the valid votes, in this case the list that receives most of the votes shall be elected.
7.1.4 All Administrative Board Members at least %70 of the enlisted candidates of the Administrative Board shall be those, who represent a Corporate Member, with a valid trade license issued in the UAE. All candidates shall be the General Assembly Members with Voting Rights (Corporate Member Representatives or Individual Members).
7.1.5 All Administrative Board Members shall be the nationals of the Republic of Turkey, who are at least 25 years of age.
7.1.6 The Administrative Board shall meet at least once every month. Secretary General shall present activity report to the Administrative Board who shall review and approve the strategies and also deal with the previous two months cash accounts expenditures, with upcoming two months’ social and business activities and membership applications waiting for approval.
7.1.7 Quorum of Administrative Board meetings shall be 50% of its Voting Members. Unless otherwise stated in the article of association, decisions at the Administrative Board meeting shall be taken by 50% of its Members.
7.1.8 In Administrative Board meetings where the Chairman is not present, the Executive Deputy Chairman shall chair the Meetings.
7.2 Administrative Board Structure
7.2.1 The Chairman shall represent TBC and preside over the Administrative Board meetings as well as call for Ordinary General Assemblies. The Chairman shall be eligible to preside for a maximum uninterrupted two terms.
7.2.2Executive Deputy Chairman
The Executive Deputy Chairman shall deputize for the Chairman, including the representation of the TBC against third parties.
7.2.3Treasurer
The Treasurer shall be in charge of preparing a budget and shall monitor these spending are according to the budget. He shall coordinate the collection of membership fees. Furthermore, he shall monitor the Council’s banking transactions and petty cash payments for minor daily items.
7.2.4 “The Administrative Board”
The Administrative Board Members shall assign the responsibilities and toles for the activity year upon the appointment by the General Assembly.
7.2.5Secretary General
The Administrative Board employs a Secretary General. The Secretary General shall be managing the Council’s head office keeping membership records and be responsible of staff working for the Council (including issues like remuneration). The Secretary General shall be communicating with Members on behalf of the Administrative Board and shall submit applications of candidate members to the Administrative Board. In coordinating preparations of social, cultural and business meetings, he shall cooperate with respective Administrative Board Members.
7.2.6Secretariat
The Administrative Board shall employ the required number of secretarial personnel to be able to perform its duties.
7.2.7.Committees Consultative Committee
This is the highest advisory board. The previous Chairmen and Vice-Chairmen of the Council are natural members of the Advisory Committee. The Advisory Committee Members must be Business Council Members with voting rights. Any Administrative Board Member who is a natural member of the Advisory Committee shall act as an Administrative Board Member and not be a part of Advisory Committee as long as his Administrative Board membership continues. The Advisory Committee members are elected for a two year term. Therefore, their assignment is not affected of the election of the new Administrative Board during the General Assembly of the following year of their assignment. Each Advisory Committee member can hold the position for a maximum of two The Committee consists of a chairman, a secretary and minimum three members. The Advisory Committee appoints its Chairman and Secretary upon the assignment and informs the Administrative Board of such assignments. If at any term, the number of natural Advisory Committee members do not sum up to five, then the General Assembly shall appoint the missing number of members from within the Council Members with voting rights.
The Advisory Committee Members shall from time to time be invited to the Administrative Board Meetings. They may voice their comments about the Administrative Board meeting agenda articles, however, they do not vote for the decisions.
Advisory Committee meets at least twice a year and prepares a recommendation report to be presented to the Administrative Board. Main functions of the Consultative Committee are:
7.2.7.1To make recommendations to the Administrative Board on the strategies in order to achieve the objectives of the Council.
7.2.7.2To review the the annual activities of the Council in terms of the effectiveness and conformity with the objectives and make recommendation measures and precautions if and when needed. The recommendations and comments of the Consultative Committee are of consultative nature and does not bind the decisions or actions of the Administrative Board.
7.2.8Subcommittees
Administrative Board may form subcommittees to focus in different business areas. Subcommittees will have one chairman and up to three members. Subcommittee chairmen and members would be selected within the Council members and can be from any nationalities.
7.3Auditing
The annual Ordinary General Assembly shall appoint two assessors auditors from among Members with Voting Rights. They shall be nominated by at least one Voting Member and be approved by the General Assembly. Auditors shall make due spending according to the budget, document expenses and audit the
Council’s book accounting system.
Furthermore, at the end of each financial year, within the first month of the following year, auditors shall examine the accounts of the previous year and submit an audit report to the General Assembly for release.
7.4General Rules and Regulation Concerning the Administrative Board
7.4.1The Chairman and the Executive Deputy Chairman may represent TBC against third parties with a single signature on issues that do not involve material spending.
7.4.2For all payments on behalf of TBC involving cheques, letters of guarantee, two signatures by Members of the Board of Directors, at least one of whom should be the Chairman, Executive Deputy Chairman,the Deputy Chairman or Secretary General of TBC, shall be required.
7.4.3Daily petty cash payments can be made by the Secretary General, Executive Deputy Chairman or Chairman.
7.4.4Minutes of all Administrative Board meetings shall be kept, signed by those present at the meeting, attached and sealed to a book for this purpose.
7.4.5In order to remain on the Administrative Board, Administrative Board Members must attend at least 3 of the 6 ordinary Administrative Board Meetings. In the event that any Member does not perform the minimum attendance, as stated above, the Member shall automatically be regarded as dismissed with the fourth meeting not attended and the records of the minutes shall take immediate effect. An Administrative Board Reserve Member shall be appointed by the Administrative Board to the vacant position until the end of the financial year.
7.4.6The Administrative Board shall make rules regulations and/or by-laws in conformity with this Article of Association.

ARTICLE 8 – FINANCIAL AFFAIRS

8.1Membership fees and any other revenue of TBC shall be subject to due spending as foreseen in the approved budget and only be used in line with the objectives of TBC.
8.2The annual budget shall include for daily expenses and any unforeseen expenditure a reasonable sum of money as petty cash to be used by the Secretary General, Executive Deputy Chairman or Chairman. Actually made payments together with their receipts shall be submitted to the first Administrative Board Meeting and recorded in the minutes.
8.3For the purpose of book accounting, cashbooks shall duly be kept under the supervision of the Secretary General or the Treasurer. On demand, the cashbooks have to be made available to the auditors without delay.
8.4Annual audit reports shall be prepared as outlined under “7.3 Administrative Board – Auditing”.
8.5Dissolution of TBC
8.5.1If upon the dissolution of TBC there remains, after the satisfaction of all debts and liabilities, any property whatsoever, the same shall not be paid or distributed or sold among Members of TBC. Instead, they shall be donated to charity institutions acknowledged by the UAE or official educational institutions. The Executive Body shall decide to which institutions the donations shall be made.

ARTICLE 9 – AMENDMENTS OF ARTICLE OF ASSOCIATION AND GOVERNING LAW

9.1Any addition, deletion or amendment to the Article Of Association shall only be made by 30% of Voting Members of TBC at an Ordinary or Extraordinary General Assembly Meeting.
9.2This Article of Association shall be governed by the laws and regulations of Dubai and the United Arab Emirates.