TURKISH BUSINESS COUNCIL

DUBAI & NORTHERN EMIRATES

The Power of Turkish Business

Articles of Association

 

NAME AND ESTABLISHEMENT

Article 1. OBJECTIVES

Article 2. TERRITORY, CORPORATE STATUS, POSTAL ADDRESS AND DEFINITIONS

Article 3. MEMBERSHIP

Article 4. FINANCIAL YEAR

Article 5. MEMBERSHIP FEES

Article 6. ANNUAL MEETINGS

Article 7. ADMINISTRATIVE BOARD

Article 8. FINANCIAL AFFAIRS, FINANCING RESOURCES AND DISSOLUTION OF TBC

Article 9. AMENDMENTS OF ARTICLES OF ASSOCIATION AND GOVERNING LAW

Article 10. GOVERNING LAW

Article 11. REGISTRATION WITH COMPETENT AUTHORITIES

 

NAME AND ESTABLISHMENT:

There shall be established in Dubai, a Turkish Business Council (hereinafter referred to as “TBC”) which is a voluntary, non-profit association of individuals and companies of Turkish origin.

TBC’s head office is located in Dubai, United Arab Emirates. It functions under the umbrella of Dubai Chambers (hereinafter referred to as “Dubai Chambers”).

Definitions:

Under these Articles of Association (including the preamble and recitals hereto), the following terms shall, unless the context otherwise requires, have the respective meanings indicated below:

Administrative Board” means the Board of Members which is elected to administer the TBC as set forth under Article 7.1.1 (Management of TBC) ;

Corporate Member” mean means a member who is registered under the category of membership in Article 3.2.1 (Corporate Membership);

Corporate Member Representative” has the meaning given to it under Article 3.2.1 (Corporate Membership); “Freelancer Member” “Individual Member” has the meaning given to it under Article 3.2.4 (Freelancer Membership) ;

General Assembly” means the general assembly of TBC;

General Coordinator” has the meaning given to it under Article 7.2.5 (General Coordinator);

GM Chairperson” has the meaning given to it under Article 6.1.3 (Ordinary General Assembly Meetings);

Gold Corporate Member” has the meaning given to it under Article 3.2.1 (Corporate Membership);

Honorary Committee” has the meaning given to it under Article 7.2.7.1 (Honorary Committee);

Individual Member” has the meaning given to it under Article 3.2.2 (Individual Membership);

President” has the meaning given to it under Article 7.2.1 (President);

Treasurer” has the meaning given to it under Article 7.2.3 (Treasurer); and

Vice-President” has the meaning given to it under Article 7.2.2 (Vice-President).

Article 1. OBJECTIVES

TBC’s principal objectives are:

  1. to promote commercial interests of Turkey and Turkish businesspeople in the UAE,
  2. to promote TBC members and their goods and services in the UAE,
  3. to lead, support and strengthen the commercial ties between the UAE local and Turkish companies, and
  4. to contribute to an increasing trade volume between Turkey and the UAE.

To achieve these objectives, TBC shall:

  1. represent the interests of its members at UAE government departments and other public and private organisations.
  2. prepare and distribute printed material to promote TBC and its members.
  3. make known by way of advertisement and newsletters the objectives of TBC.
  4. enhance social, cultural and business relations among its members.
  5. organize on a regular basis meetings and seminars along with participating in and contributing to the organization of trade fairs.
  6. encourage Turkish companies to make investments with or without local partners in the UAE.
  7. 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;
  8. 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.
  9. 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;
  10. develop and increase cooperation with other associations and organisations with similar objectives;
  11. monitor business and legal developments in the region and inform its members about these developments; and
  12. to create an active platform for networking, mutual awareness and exchange of information between Turkish and UAE business community.

Article 2. TERRITORY, CORPORATE STATUS, POSTAL ADDRESS AND DEFINITIONS

2.1. Territory: The principal region where TBC shall conduct its activities shall be Dubai and the Northern Emirates. 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.

2.2. Corporate Status

2.2.1. The TBC is licensed under trade license number 258384 by the Dubai Chambers pursuant to the Law No.1 of 2022 on Establishing Dubai Chambers.

2.2.2.The TBC may declare and establish itself, as required from time to time, before any authority of the Northern Emirates.

2.3. Limited Liability: The TBC has a legal personality which is distinct from that of its members, directors, officers, managers and employees. The liability of the TBC shall always be limited to its assets. Except the case of fraud, none of its members, directors, officers, managers and employees shall bear any personal liability for any debt whatsoever of the TBC.

2.4. Postal Address: The postal address of the TBC is PO BOX: 48528.

Article 3. MEMBERSHIP

3.1. Eligibility

The following companies and individuals shall be eligible for membership:

  1. Individuals of 21 years and over who are interested in furthering the Objectives; and/or,
  2. Companies/organizations validly licensed to operate in the Emirate of Dubai or any of the Northern Emirates who are interested in furthering the Objectives and/or
  3. Companies/organizations based in Turkey and conducting regular business activities in the Emirate of Dubai or any of the Northern Emirates who are interested in furthering the Objectives.

The Administrative Board shall be authorized to evaluate and to approve/reject membership applications. 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, including but not limited to 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

Organisations or companies subject to the stipulations of Article 3.1 (Eligibility) can apply as gold corporate members (“Gold Corporate Member”) or corporate members (“Corporate Member”).

Both Gold Corporate Members and Corporate Members are represented by individuals (“Corporate Member Representative”) in the General Assembly meetings.

Gold Corporate Members shall have the right to appoint up to three (3) Corporate Member Representatives. Each Corporate Member Representative shall have one vote at meetings of the General Assembly.

Corporate Members shall have the right to appoint up to two (2) Corporate Member Representatives. Each Corporate Member 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 General Coordinator. In case of such a replacement, no additional membership fee shall be charged.

3.2.2. Individual Membership

Any individual person subject to the stipulations of Article 3.1 (Eligibility) can apply to be an individual member (“Individual Member”). 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 (Eligibility). However, he/she 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(c) (Eligibility), may apply for membership from abroad, indicating in a letter to General Coordinator their commercial interests in the UAE.

Members from abroad shall – like Corporate Members – nominate up to two (2) individuals as their Corporate Member Representatives.

Members from abroad shall have no voting rights at the General Assembly. However, they shall be notified of and their Corporate Member Representatives shall have the right to attend all General Assembly meetings. Otherwise, Members from abroad shall enjoy the same rights and privileges like other Members.

A Member from abroad, who after becoming member, change his/her status and turn into an eligible Member in accordance with the stipulations under Article 3.1 (Eligibility), shall automatically become Corporate Member after informing the General Coordinator in writing. No additional membership fee shall be charged until the end of the paid term.

3.2.4. Freelancer Membership

Any individual person who has a valid freelance licence issued by the relevant UAE authority can apply to be a freelancer member (“Freelancer Member”). Freelancer Members have one vote at General Assembly and a Freelancer Member himself/herself shall be registered as a member.

3.2.5. Honorary Membership

3.2.5.1. Honorary Members are members of diplomatic and consular missions of Republic of Turkey, Commercial and Tourism Attachés, the representatives of Turkish Airlines in the United Arab Emirates and prominent businesspeople from UAE.

3.2.5.2. The Board shall issue invitations, to become Honorary Member to those, who in the opinion of the 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.

3.2.5.3. Honorary Members shall be entitled to the same rights and privileges like other members, but they shall not have voting rights.

3.2.5.4. Honorary Members shall not pay any membership fee.

3.3. Application by New Members

Candidates applying for membership shall complete an application form approved by TBC and submit it with other relevant documents to the General Coordinator.

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 General Coordinator shall observe the application procedure to be finalized by the Administrative Board within two “2” months.

Memberships of both individuals and corporate entities commence after the payment of the membership fee.

3.4. General Provisions regarding Membership

3.4.1. Any member may resign at any given time upon a notice in writing to the General Coordinator. Membership fees are non-refundable.

3.4.2. Membership shall not be transferable.

3.4.3. The 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, Republic of Turkey’s and/or any other jurisdiction’s penal code, is automatically cancelled and such cancellation is announced by the Administrative Board. The remaining balance of membership fees shall be refundable.

3.4.4. If, in the opinion of the Administrative Board, any member’s act 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 act. 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/her 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 cancellation of 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 balance of membership fees shall be refundable.

3.4.5. If 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 cancellation of membership have to be decided with 75% majority of the Administrative Board members, excluding the member the membership of which is subject to cancellation. In case that the membership of a Administrative Board member is cancelled, one of the reserve Administrative Board members shall be appointed instead of him/her.

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 one (1) month prior to the General Assembly.

3.4.7. A Member or Members may be removed from the membership at any time by a decision of the Administrative Board in any of the following cases, if:

    1. death;
    2. an individual Member deceases;
    3. an Individual Member becomes permanently incapacitated or disabled in a way that will not allow him to participate constructively in the membership;
    4. an Individual Member is convicted of a crime involving dishonesty or lack of integrity;
    5. an Individual Member declares himself bankrupt or is declared bankrupt, or ceases to pay his debts as they fall due;
    6. the TBC is wound up or ceases to exist;
    7. a Corporate Member is wound up, dissolved or ceases to exist;
    8. Membership Fees remain unpaid in the circumstances set out in Article 5 paragraph 4;
    9. a Member does not abide by any material obligations of Members under these Articles of Association; or
    10. if he/she fails to attend 75% of the meetings of the TBC.

Article 4. FINANCIAL YEAR

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

Article 5. MEMBERSHIP FEES

The Administrative Board amends the membership fees from time to time. Current membership renewals and new membership applications are made based on the announced membership fees. Members that have already 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 Gold Corporate Membership, Corporate Membership, Individual Membership, Membership from Abroad and Freelancer Membership 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 shall pay the full entrance fee and the annual fee of that year to be calculated on pro rata basis considering (i) the date of entrance to membership and (ii) the membership type.

For the following years, all members shall receive a reminder for the payment of next year’s annual fee, from the General Coordinator during the last month of the fiscal year. The annual fee shall be paid during the first three months of the financial year. Members who fail to pay their annual fees within that period shall receive a notice from the General Coordinator. Membership of Members, who fail to pay the annual fee after second 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 to be calculated on pro rata basis considering (i) the date of entrance to membership and (ii) the membership type.

Article 6. ANNUAL MEETINGS

6.1. Ordinary General Assembly Meetings

6.1.1. TBC shall each year in the first quarter of the financial year hold its ordinary General Assembly. The President shall call the General Assembly with at least 21 days’ and at most 30 days’ notice.

6.1.2. The quorum for any ordinary General Assembly meeting shall be 25% 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 majority votes of the members present and represented by proxy.

6.1.3. The fixed agenda of the ordinary General Assembly meeting is:

k. Election of the General Assembly meeting chairperson (“GM Chairperson”),

l. Sharing of the audit report of the previous financial year,

m. Releasing the budget of the previous financial year,

n. Releasing the Administrative Board of the previous financial year,

o. Approval of the annual budget prepared by the incumbent Administrative Board, and

p. Election of new auditors.

Any issue proposed by voting members and approved by the GM Chairperson may be added to the agenda.

6.2. Extraordinary General Assembly Meetings

6.2.1. Extraordinary General Assembly 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.

6.2.2. The Administrative Board shall call an Extraordinary General Assembly if more than 50% of the General Assembly members with voting rights submit a joint declaration in this respect in writing to the General Coordinator. The Administrative Board shall announce this request within 7 days. The Extraordinary General Assembly shall be held at least after 7 days, at most after 14 days after announcement.

6.2.3. The first aim of the Extraordinary General Assembly shall be the election of a GM Chairperson.

6.2.4. The quorum for an Extraordinary General Assembly shall be 50% of the voting members. Members may appoint another member of the General Assembly as proxy to vote in their place at the Extraordinary General Assembly. Approved votes shall be adopted majority votes of Members present and represented by proxy.

6.3. General Provisions Concerning Ordinary General Assemblies and Extraordinary General Assemblies

6.3.1. If, 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.

6.3.2. The GM Chairperson shall chair the General Assembly.

6.3.3. Resolutions 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.

6.3.4. For 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 GM 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.

6.3.5. In case of an equality of votes, a second voting shall take place. If equality of votes is obtained again, the GM Chairperson shall have a casting vote.

6.3.6. Members 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 in acceptable format to the GM Chairperson 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 [●].

Date and signature”

6.3.7. The Administrative Board may hold General Assembly meetings online. In such case, the Administrative Board may also call the online voting with at least 21 days’ and at most 30 days’ notice. The quorum for any online election shall be 25% of the voting members. Each member receives an e-mail for online voting, directly to their registered e-mail address. Candidates to Administrative Board membership are announced by such e-mail.

Members have 2 days to vote by online and they receive 3 reminders after the online voting call. Read receipts are accepted that such member safely received the e-mail.

Each member can vote only once. This rule is automatically protected by the system. No proxy to another member is accepted.

Approval of resolutions shall be adopted with affirmative votes of the members.

6.4. Voting Rights

6.4.1. Voting Rights of each Member category is enlisted under Article 3 (Membership).

6.4.2. Candidate 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

7.1. Management of TBC

7.1.1. TBC shall be managed by the Administrative Board to be elected at an ordinary General Assembly meeting for the duration of two (2) years.

7.1.2. The Administrative Board comprises the following positions: 1 president and 20 members (in total 21 members).

Within one week of Administrative Board is elected, it shall appoint, one vice-president, at its own discretion, up to 3 executive Administrative Board members and treasurer from within the elected Administrative Board members. Such appointment shall be communicated to the members of TBC and Dubai Chambers immediately.

7.1.3. Candidates for the president of Administrative Board shall present a list of 21 persons (including himself/herself) as Administrative Board member and 5 persons as Administrative Board reserve member, to the GM Chairperson. The Administrative Board shall be elected with a secret ballot poll by the General Assembly members with voting rights, by voting to one of the lists declared as candidate. In case where more than two lists contest for election, another election will be held between two lists that obtain the bulk of the valid votes in the first election, 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 (other than those of Members from Abroad), Individual Members or Freelancer 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. General Coordinator 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 (2) months’ social and business activities and membership applications waiting for approval.

7.1.7. Quorum of Administrative Board meetings shall be the majority of its voting members. Unless otherwise stated in these Articles of Association, decisions at the Administrative Board meeting shall be adopted with majority of the present members in such meeting.

7.1.8. In Administrative Board meetings where the President is not present, the Vice-President shall chair the Administrative Board meetings.

7.2. Administrative Board Structure

7.2.1. President

The President shall represent TBC and preside over the Administrative Board meetings as well as call for ordinary General Assemblies (the “President”).

The President shall be eligible to preside for a maximum uninterrupted two terms.

If for any reason the President is removed from office or is otherwise unable to serve the full Administrative Board term, the Vice-President shall replace the President until the end of his/her term of office.

7.2.2. Vice-President

The Vice-President shall deputize for the President, including the representation of the TBC against third parties (the “Vice-President”).

7.2.3. Treasurer

The Treasurer shall be in charge of preparing a budget and shall monitor these spending are according to the budget (the “Treasurer”). He/She shall coordinate the collection of membership fees. Furthermore, he/she shall monitor TBC’s banking transactions and petty cash payments for minor daily items.

7.2.4. The Administrative Board Members

The Administrative Board Members shall assign the responsibilities and toles for the activity year upon the appointment by the General Assembly.

7.2.5. General Coordinator

The Administrative Board employs a General Coordinator, essentially responsible for the management of TBC’s head office, keeping membership records and staff working for TBC (including issues like remuneration) (the “General Coordinator”) and if needed in the BoD’s sole discretion, additional coordinators to assist the General Coordinator.

The General Coordinator shall be communicating with TBC’s 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, General Coordinator shall cooperate with respective Administrative Board Members.

7.2.6. Administrative Personnel

The Administrative Board shall employ the required number of administrative personnel to be able to perform its duties.

7.2.7. Committees

7.2.7.1. Honorary Committee

The honorary committee is the highest advisory board (the “Honorary Committee”). All previous presidents and vice-presidents of TBC are natural members of the Honorary Committee. Unless expressly stated under these Articles of Association, the Honorary Committee members must be TBC members with voting rights.

Any individual or organization which has provided, as a member or not, a considerable assistance, contribution, help, repute or service to the TBC may be granted the Honorary Committee membership of the TBC by a decision of the Administrative Board taken with majority, to act as the elected Honorary Committee member until the end of the tenure of the Administrative Board electing him/her.

Any Administrative Board member who is a natural member of the Honorary Committee shall act as a Administrative Board member and not be a part of Honorary Committee as long as his/her Administrative Board membership continues.

The Honorary 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.

Honorary Committee meets at least twice a year and prepares a recommendation report to be presented to the Administrative Board.

Main functions of the Honorary Committee are:

  1. to make recommendations to the Administrative Board on the strategies in order to achieve the objectives of TBC, and
  2. to review the annual activities of TBC 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 Honorary Committee are of consultative nature and do not bind the decisions or actions of the Administrative Board.

Save as otherwise mentioned in these Articles of Association, Honorary Committee members shall not have any right to vote in any committee or assembly meeting to which they participate. However, they can be invited to present their views and opinion by the inviting authority.

Honorary status may be revoked at any time through a decision of the Administrative Board in the following cases:

  1. Conviction for infamous crime; and
  2. Any event which in the sole opinion of the Administrative Board may bring the TBC into disrepute in any way.

Such decision shall be taken with a majority of 2/3 (two thirds). The decision of the Administrative Board shall be binding and final.

7.2.7.2. Executive Committee and Subcommittees

Administrative Board may, as per Article 7.4.6 (General Rules and Regulations Concerning the BoD), form an executive committee and/or subcommittees to focus in different business areas and assign one person to lead the relevant committee. Executive committee and subcommittee members shall be selected within TBC members and can be from any nationalities.

7.3. Auditing

The annual ordinary General Assembly shall appoint two (2) 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 TBC’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.

7.4. General Rules and Regulations Concerning the Administrative Board

7.4.1. For all payments on behalf of TBC involving cheques, letters of guarantee, two signatures by Members of the Administrative Board, at least one of whom should be the President, the Vice-President, an executive Administrative Board member or the General Coordinator, shall be required.

7.4.2. Daily petty cash payments can be made by the General Coordinator, President, Vice-President or the executive Administrative Board members.

7.4.3. Minutes of all Administrative Board meetings shall be kept, signed by those present at the meeting, attached and sealed to a book for this purpose.

7.4.4. Each Administrative Board member must, within his/her tenure,

      1. attend at least half of the Administrative Board meetings held within any twelve-month period, and
      2. not fail to attend three consecutive Administrative Board meetings within any six-month period.

In the event that any Administrative Board member fails to perform the minimum attendance as stated above, a notice shall be served to such member. If such Administrative Board member continues to fail his/her obligation to attend Administrative Board meetings, his/her Administrative Board membership shall automatically be regarded as ended.

7.4.5. The Administrative Board shall make rules regulations and/or by-laws in conformity with these Articles of Association.

7.4.6. In a Administrative Board member seat becomes vacant, such vacant position shall be automatically filled by appointment of a new Administrative Board member through the reserve members case of any vacancy A reserve Administrative Board member shall be appointed by the Administrative Board to the vacant position.

7.4.7. Notices: All notices to be provided under these Articles of Association shall be deemed validly delivered if delivered through regular post, courier, or hand deliveries or through any electronical means (including e-mails, SMS, messenger, Telegram, Signal, Whatsapp, Wechat and similar services) to the e-mail addresses, physical addresses and phone numbers registered by TBC. The last details provided by the members for their membership shall be deemed valid for any service or notification under these Articles of Association, the relevant by-laws and policies of TBC.

Article 8. FINANCIAL AFFAIRS, FINANCING RESOURCES AND DISSOLUTION OF TBC

8.1. Membership 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.

8.2. The annual budget shall include for daily expenses and any unforeseen expenditure a reasonable sum of money as petty cash to be used by the General Coordinator, Vice-President, or executive Administrative Board members. Payments actually made together with their receipts shall be submitted to the first Administrative Board Meeting and recorded in the minutes.

8.3. For the purpose of book accounting, cashbooks shall duly be kept under the supervision of the General Coordinator or the Treasurer. On demand, the cashbooks must be made available to the auditors without delay.

8.4. Annual audit reports shall be prepared as outlined under “7.3 Administrative Board – Auditing”.

8.5. The TBC will be financed by:

    1. Membership Fees;
    2. Public or private donations;
    3. Sponsorship arrangements; and
    4. Revenues from TBC activities.

8.6. Dissolution of TBC

If 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 ARTICLES OF ASSOCIATION AND GOVERNING LAW

9.1. Any addition, deletion or amendment to the Articles of Association shall only be made by affirmative votes of at least 30% of voting members of TBC at an ordinary or extraordinary General Assembly meeting regardless of the exception stipulated under Article 6.3.2 (General Provisions Concerning Ordinary General Assemblies and Extraordinary General Assemblies).

Article 10. GOVERNING LAW

10.1. The TBC will not undertake or be involved with any commercial, religious, or political activities.

10.2. The TBC will at all times act in compliance with the laws of Dubai and the UAE.

10.3. These Articles of Association shall be governed by and construed in accordance with the laws of Dubai and the UAE.

Article 11. REGISTRATION WITH COMPETENT AUTHORITIES

These Articles of Association have been duly approved by all Members on the Register of Members at the date of these Articles of Association and have been subsequently deposited with the Dubai Chambers.