Statute

PREAMBLE

In order to promote economic (commercial, professional and vocational) relations between business people in general and Iraqi businessmen in particular, and pursuant to the Resolution of Abu Dhabi Executive Council No. (30/A), Session (20/95) issued on 21/11/1995 in respect of the foreign business centers and business councils, the founders have agreed to establish the Iraqi Business Council (IBC) to promote economic, social and cultural development and investment between Iraq and Abu Dhabi – UAE and to foster the relations between Iraqi businessmen in UAE. The Council was set up on 08/04/2004 and is a body corporate having its legal personality distinct from the personality of its founders and/or the members of its Board of Directors and Committees who/which shall not be accountable for any liabilities or debts in relation to the Council. On 02/10/2010, IBC General Assembly made an amendment to the Articles of Incorporation and approve it as per the following terms and conditions:

CHAPTER ONE

ESTABLISHMENT

Article (1)

Name:

The Council shall be called “Iraqi Business Council” (IBC). This name must be mentioned in all the papers and documents issued by it along with the date and number of license.

Article (2)

Head Office

IBC head office shall be located in Abu Dhabi. The Board of Directors may open one or more branches in any emirate of United Arab Emirates.

Article (3)

IBC Objectives

1. To promote and develop economic, cultural and social relations between IBC members, between them and UAE and Iraqi businesspersons as well as the other UAE residents from other nationalities.
2. To develop relations between UAE and Iraq in social, economic and cultural fields.
3. To promote investments and experience exchange between UAE and Iraq in all fields.
4. To organize conferences and seminars for developing UAE and Iraq relations and displaying the civilized role of each of them.
5. To collaborate with Embassy of Iraq in social, cultural and economic respects.
6. To exchange visits between the UAE and Iraqi missions.
7. To issue a bulletin in relation to its activities.
8. To establish an information center having national, legal, economic and cultural goals.
9. To give businesspersons the opportunity to set up joint projects and submit to government entities any proposals for IBC’s business development.
10. IBC shall not engage in any political or commercial activity and its objective is not to make profits but to cover the costs and expenses of its activities.
11. To promote and develop the relations with government departments and different establishments and companies operating in Iraq and UAE.

CHAPTER TWO

MEMBERS

Article (4)

Membership

There shall be three categories of membership in IBC:

1. Honorary Member;
2. Full Member; and
3. Associate Member

First: the Honorary members are:

1. H.E. Ambassador of Iraq in UAE.
2. Consul of Iraq in Abu Dhabi or anyone selected by the Ambassador.
3. IBC’s former chairpersons.
4. Any eminent personalities who are interested in promoting the commercial, economic and cultural relations between UAE and Iraq and approved by the Board of Directors.

Second: Full members are:

1. Iraqi natural persons including businesspersons, professionals and senior officials residing in UAE.
2. Companies that are registered in the Emirate and in which Iraqi people have shares.
3. Iraqi-owned establishments.
4. Branches of Iraqi companies.
5. Companies that are registered in UAE and have Iraqi agencies or services in UAE and/or commercial, cultural and/or educational relations with Iraq.

Third: Associate members are:

Eminent personalities of UAE or other nationality who are generally interested in developing relations between UAE and Iraq and do not fulfill the conditions required for full membership.

Article (5)

Conditions of Membership

Any person desirous to join IBC shall fulfill the following conditions:

1. He shall be of good conduct and behavior;
2. He shall not be condemned in any criminal offence;
3. He shall be recommended by all the Members of the Membership Committee, or by two Board members; and
4. He shall have professional and moral qualities that enable him to significantly contribute to IBC activities.

Article (6)

Applications for Membership

1. Applications for membership shall be submitted with curriculum vitae to the competent committee and shall be accepted by decision of the Board. The applications must be submitted to the Board members at least five days before the meeting of the Board held to this effect. The Board may reject any application without giving any reason or justification.
2. The duration of the membership shall be annual and renewable after the payment of the membership fees.
3. The membership shall not be valid unless after the payment of membership fees.
4. Companies and establishments shall appoint persons to represent them at the General Assembly at the rate of two persons for each company.

Article (8)

Loss of membership

Any member of IBC shall lose his membership in the following cases:

1. If he resigns;
2. If he no longer meets the requirements, obligations and liabilities of membership;
3. If he leaves UAE definitively; or
4. If the Board considers that continuity of his membership may cause material or moral prejudice to IBC and/or its interests.

Article (9)

Term of membership

The term of membership shall be for one year from the date of payment of fees up to the end of the Gregorian year. This term may be subject to amendment by the Board.

Article (10)

Annual membership fees

1. The membership fees shall be determined by the Board at its first meeting. The Board may amend such fees according to the requirements of the IBC business and activities.
2. New members shall pay their membership fees within one month from the date on which the decision to accept their application is issued, failing that, they will lose their membership.
3. The purpose of membership fees is to ensure funds necessary to carry out IBC objectives, promote its goals and conduct its activities.
4. Honorary members shall be exempted from the payment of annual fees.
5. A member, he who loses his membership for any reason or the heirs of the demised member may not claim the restitution of membership fees, subscription fees, shares, donations or gifts granted to IBC nor claim any IBC funds unless to the extent determined for the donations fund, if any.

Article (11)

Right of Election

The right of election is limited to members who pay the annual membership fees at least one week before the date of election. Election shall be held through the personal presence at the place and the time of election. It shall not be permissible for a member to act as proxy for more than three members.

Article (12)

Annual subscription

A member who pays the annual membership fees may participate in all activities until the end of same year on the thirty first of December. Such member will be deprived of such right in case of non-payment of the membership fees. The activities mentioned above are as follows:

1. To attend meetings of the General Assembly and committees and discuss the decisions taken thereat.
2. To participate in missions representing the IBC within and outside UAE.
3. To represent IBC in any of its activities.

CHAPTER THREE

REVENUES & EXPENSES

Article (13)

IBC Revenues

IBC revenues shall be as follows:

1. Subscription fees;
2. Annual membership fees;
3. Donations accepted by the Board;
4. Any revenues generated from activities and fairs organized by IBC or to which IBC contributes.

Article (14)

IBC Funds

1. IBC is a public non-profitable organization. Thus, in the event that its income exceeds its expenditures, the extra funds will be allocated by consent of the Board to Iraqi or Emirati establishments and to special humanitarian cases. A part of such funds may be kept for estimated future expenditures.
2. IBC may not raise loans without the prior approval of the General Assembly.
3. Funds shall be deposited with any banks operating in UAE in the name of IBC.
4. Funds may not be disbursed in purposes other than those for which IBC has been established.

Article (15)

IBC Accounts

IBC shall maintain accounting records showing at all times its financial position. Such records shall be kept with the Treasurer and any member of IBC may have access at any time thereto.

Article (16)

Auditor

The Ordinary General Assembly shall, upon proposal submitted by the Board, appoint each year a licensed auditor for IBC accounts in order to audit and sign its annual balance sheet for the year ending on 31/12.

CHAPTER FOUR

BOARD OF DIRECTORS</p>

Article (17)

Constitution of the Board

The Board of Directors shall consist of (15) members elected by the General Assembly.

Article (18)

Election of the Board Members

The General Assembly shall elect the members of the Board by secret ballot as follows:

1. Any member who wants to stand for election shall submit an application to the Board against receipt at least one month before the date of election.
2. after the review and approval of applications by the Board, a list including the names of the Board candidates shall be prepared and communicated through email and placed on the notice board at IBC head office fifteen days before the date of election.
3. The election shall be held by secret ballot by putting (ü) beside the names selected by the elector without any deletion. Should be void and null any election paper that contains deletion.
4. Shall be considered elected to the Board the first fifteen candidate members who get the most votes.
5. Members who take the (16th), (17th), and (18th) places shall be considered as reserve members in such a manner that the member (16), member (17), and member (18) in that order will be appointed to any position that becomes vacant during the tenure of office.
6. In case there is a tie between two or more members, the new Board members (with no tie) shall elect the remaining members (first Board members then reserve ones).

Article (19)

Tenure of Office

1. Members of the Board shall serve for two years.
2. In case of occurrence of any extraordinary events that prevent elections from being held, the Board shall continue the management of IBC affairs until such events cease and new elections are held.
3. The Board shall call the General Assembly to meet for the election of the new Board at least one month before the end of term of office of its members. The new Board shall not undertake its responsibilities nor elect chairpersons of its committees unless after the expiry of the term of office of the existing Board members.

Article (20)

Conditions of Board Membership

A member who is desirous to stand for election to the Board shall be an Iraqi member affiliated to IBC and shall fulfill the requirements as follows:

1. To have moral and professional qualities which qualify him to significantly contribute to the Board activities or has made a positive work that developed or helped to develop IBC business by virtue of a report submitted by the candidate along with the candidature paper to the Board.
2. to be affiliated to IBC at least one year before the date of candidature.
3. in line with IBC goals and expectations, and in order to promote the consolidation and brotherhood spirit among Iraqi community in Abu Dhabi, all members, and in particular the Board members are expected, without any personal or elective goals, to encourage their acquaintances and friends to join the IBC as members and contribute to its activities and events.

Article (21)

Loss of Board Membership

The post of a member of the Board shall be deemed vacant in the event such Board Member:

1. Does not attend three consecutive meetings without excuse;.
2. Becomes incapable of performing his duties as a member of the Board for more than six months due to health conditions;
3. Dies;
4. Loses his membership into IBC;
5. Resigns and his resignation is accepted by the Board after review; or
6. Violates any of the membership conditions as determined by the Board or IBC.

Article (22)

Vacancies on the Board

1. The Board may appoint reserve members to positions which become vacant to complete the tenure of their predecessors, provided that such appointment occurs within two weeks from the vacancy.
2. If the number of reserve members is insufficient to fill the vacancies on the Board, the Board shall elect the candidates who got the most votes after the place (18) as permanent members or reserve members, as the case may be. the new members shall complete the tenure of their predecessors.
3. If (8) or more positions to the Board become vacant, then the other members shall call the General Assembly to meet for the purpose of electing new Board of Directors within one month from the vacancy of such positions. The term of office of members shall end immediately after the end of the meeting of the General Assembly.

Article (23)

Election of the Board Chairman and Members

The Board members elected by the General Assembly shall select from among them those who are qualified to fill the positions below, preferably at the first or second meeting of the new Board provided the meeting will be held within one month from their election:

1. Chairman.
2. First Vice-Chairman.
3. Second Vice-Chairman.
4. Secretary.
5. Treasurer.
6. Economic Affairs Secretary
7. Social Affairs Secretary
8. Membership Secretary
9. Cultural Affairs Secretary

The Board may, upon proposal submitted by the majority of members, revoke the appointment of any member who has been selected as Chairman, Vice-chairman or one or more secretaries provided the majority of Board members consent thereto. The Board shall appoint one alternative at the same meeting.

Resignation of any member does not mean his departure from the Board. The Board shall appoint another member to fill the vacant position at the first meeting held after the acceptance of resignation.

If the position of the chairman becomes vacant, the First Vice-Chairman shall preside the Board until the end of the term of office whilst the Second Vice-Chairman becomes the First Vice-Chairman. The Board shall, at its first meeting thereafter, elect the second vice-chairman.

Article (24)

Constitution of the Board Committees

1. Board members shall constitute the following committees, preferably at the first or second meeting held by the Board:-
   1. Cultural Committee presided by the Cultural Affairs Secretary.
   2. Economic Committee presided by the Economic Affairs Secretary.
   3. Financial Committee presided by the Treasurer.
   4. Membership Committee presided by Membership Secretary.
   5. Social Relations Committee presided by the Social Affairs Secretary.
2. The Board may, by the majority of its members, amend the duties, amend the name or otherwise create new committees to organize new matters that might arise.
3. The Secretary of each committee shall submit to the Chairman of the Board the following reports:
   1. Detailed report to be submitted within three months from its election as Secretary showing the names of committee members, their CVs and the extent of their ability to achieve the committee goals in addition to the means followed in this regard.
   2. Detailed report to be submitted within three months from its election as Secretary showing accurately the actual goals of the committee and its projects, proposing the committee strategy and execution plan to achieve the goals through a schedule and determining the necessities and resources required by the execution plan.
   3. Periodic reports to be submitted each six months showing the activities of its committee, the goals achieved and steps followed for the achievement of the remaining committee goals.
   4. The Chairman of the Board shall submit the reports to the Board at its first meeting. During the meeting, the Board shall discuss the reports, approve the plans and determine the ways as to provide resources. In case the Chairman is not satisfied with the performance of the committee, he may submit to the Board members a proposal to replace the committee and a decision shall be taken by majority of the members present at such meeting.
4. Any member of the General Assembly may become member of any committee according to its qualifications and abilities provided he submits a written application to the Membership Secretary in the form and within the deadline as prescribed by the Board.
5. Members of the Board and the Committees shall not receive any remuneration against their performance on the Board. However, they are entitled to restitute any actual expenses incurred during the performance of their duties.
6. A member of the Committee may resign at any time by virtue of written notice to the Board.
7. The Chairman of the Committee may discharge any of its committee members for any good reason and after hearing the opinion of the Board.
8. Members of the General Assembly may be members in two or more committees.

Article (25)

Meetings of the Board

1. The Board shall meet at least four times a year and whenever necessary at the head office of the Board – or at any other place – by invitation of the Chairman or, in case of impediment, the Vice-Chairman, or upon request of at least one third of members of the Board or 25% of the members of the General Assembly.
2. Notice to the meeting shall be sent at least one week before the date of meeting accompanied with the agenda. The Chairman of the Board may shorten such period in emergency cases and members may be notified by phone, cable, fax or email.
3. The Chairman or, in case of impediment, the first Vice-Chairman or, in case of impediment of both of them, the second Vice-Chairman or, in case of impediment of three of them, a person selected at the commencement of the meeting by the majority of members chairs the meetings of the Board.
4. At least eight (8) members present in person, will constitute a quorum. Decision shall be taken by the simple majority of members present at the meeting. The Chairman or the person chairing the meeting has a casting vote in the event of a tie.
5. A member may vote on behalf of other members by virtue of written proxy issued for specific meeting.
6. The Secretary or, in case of impediment, any person appointed by the Chairman, shall record the minutes of the meetings of the board into a special register to be kept at the head office and signed by the Chairman and the Secretary. A copy of such register shall be sent by email to the members of the Board and another copy shall be placed on the notice board at the head office within one week from the meeting.

Article (26)

Duties and Authorities of the Board

The Board shall manage all IBC business, ensure its good progress, protect its interests and use all the powers conferred upon it in this respect.

Any act of the Board shall bind upon the IBC towards third parties provided the same is within these Articles of Incorporation.

Such powers and authorities are:-

1. Represent IBC before UAE establishments such as justice, private and public committees and departments.
2. Collect and receive all reports, parcels and drafts sent to IBC and give receipts therefor.
3. Appoint one bank operating in the Emirate to deposit IBC funds, collect monies, pay dues, operate the accounts and determine how to use the funds available to it.
4. Accept donations and gifts.
5. Undertake IBC Secretarial and executive affairs.
6. Request from the General Assembly to expel any member who does not meet all the subscription requirements.
7. Call the General Assembly to convene whenever it is necessary.
8. Review and approve annual reports on all IBC activities.
9. Discuss the plans and projects intended to be executed by IBC.
10. Discuss the budget and financial projects.
11. Negotiate and approve the contracts and agreements in the name of IBC.

Duties of the Board shall include but not limited to:-

1. To observe the laws and regulations in force in UAE.
2. To observe IBC Articles of Incorporations.
3. To observe the decisions of the General Assembly.
4. To facilitate the works of members of committees and submit all documents and information they require when available.
5. To make financial statements at the disposal of the General Assembly for discussion.

Article (27)

Authorities of the Board may be delegated to

The Executive Committee

The Board may delegate any or all its authorities to an executive committee consisting of the Chairman, both vice-chairmen or any of them, treasurer, Secretary General and whomever selected by the Board from among its members provided the number of members of such executive committee shall not exceed seven members. At least five (5) members present in person, will constitute a quorum at the meeting of the committee.

Certain members of the Board</p>

The Board may delegate any or all its authorities to one or certain members and may assign any IBC member to perform any specific duty for a specific period.

Article (28)

Duties and Authorities of the Board Chairman

1. Preside the meetings of the Board and the General Assembly and manage the discussion thereat.
2. Represent IBC before the judicial authorities and organizations, institute legal actions in the name of IBC, retain advocates and delegate any of the Board members to perform any of his duties in case of impediment of his two vice-chairmen.
3. Implement the policy determined by the General Assembly and the Board.
4. Ensure the good progress of works at IBC.
5. Open accounts with banks in conjunction with the treasurer and sign checks or delegate any member of the Board in this regard.

Article (29)

Duties and Authorities of the Board Vice-Chairman

1. The First Vice-Chairman shall have all the authorities of the Chairman, in case of impediment of the latter. The Second Vice-Chairman shall have all the authorities of the Chairman in case of impediment of the Chairman and the First Vice-Chairman.
2. If the position of Chairman becomes vacant, the first Vice-Chairman shall fill the position and complete the term of office of his predecessor, and the second Vice-Chairman shall become the first Vice-Chairman. The board shall elect a second vice-chairman at its first meeting thereafter.
3. Any other tasks assigned to him by the Chairman and / or the IBC.

Article (30)

Duties and Authorities of the Board Secretary

1. To keep and organize IBC documents and registers.
2. To prepare the agenda for the Board meetings in agreement with the Chairman.
3. To record the minutes of meetings and decisions and keep them at IBC head office.
4. To send the notice of meeting to the members of the Board after taking the appropriate decision in this regard as per the Article 25.
5. To be in charge of the administrative secretariat general and carry out the instructions of the Chairman in this regard.
6. Any other tasks assigned to him by the Chairman and / or the IBC.

Article (31)

Duties and Authorities of the Treasurer

1. be in-charge of the Funds of IBC.
2. Prepare the financial regulations, registers, reports, the budget and the annual report on IBC activities.
3. Manage the accounting books.
4. Collect the subscription fees.
5. Any other tasks assigned to him by the Chairman and / or the IBC.

Article (32)

Duties and Authorities of the Membership Secretary

1. To consider the applications for subscription as per the provisions hereof and prepare a monthly list including names of those who submitted an application for membership to the IBC.
2. To manage the files of the members and new subscribers.
3. Collaborate with Treasurer in collecting subscription fees.
4. Any other tasks assigned to him by the Chairman and / or the IBC.

Article (33)

Duties and Authorities of the Cultural Affairs Secretary

1. Organize cultural fairs, seminars and conferences.
2. Organize cultural and artistic events in collaboration with Embassy of Iraq.
3. Issue publication about IBC activities.
4. Be in-charge of cultural activities of the members of the General Assembly.
5. Any other tasks assigned to him by the Chairman and / or the IBC.

Article (34)

Duties and Authorities of the Economic Affairs Secretary

1. Organize and classify the data basis in relation to Iraqi companies and establishments operating in UAE.
2. Organize data basis in relation to any UAE companies which have Iraqi agencies or commercial projects in Iraq.
3. To be in-charge of economic committees arising from the members of the General Assembly .
4. Organize economic forums, fairs and conferences.
5. Any other tasks assigned to him by the Chairman and / or the IBC.

Article (35)

Duties and Authorities of the Social Affairs Secretary

1. To coordinate between the Iraqi persons new in UAE and Iraqi and UAE companies and ensure business opportunities to them.
2. Organize data basis for any UAE companies which have Iraqi agencies or commercial projects in Iraq.
3. Any other tasks assigned to him by the Chairman and / or the IBC.

Article (36)

Board Free membership

Members of the Board shall not receive any remuneration or entitlements for the performance of their duties. However, they are entitled to restitute any expenses incurred for the performance of any duties.

CHAPTER FIVE

GENERAL ASSEMBLY

Article (37)

Members of the General Assembly

The General Assembly shall consist of all the full members of IBC.

Article (38)

Meetings of the Ordinary General Assembly

1. The Ordinary General Assembly shall meet during the month of March of each year to discuss the audited balance sheet upon invitation of the Chairman of the Board or upon decision taken at the Board or upon request of at least one third of members of the General Assembly.
2. The General Assembly shall convene to meet one month before the date of the meeting by any postal or electronic means or by publication of the notice in two local newspapers and placing the same on the notice board at IBC head office.
3. Notice of the meeting shall include the agenda of the meeting.

Article (39)

Attendance and Voting Rights

Each member in IBC may attend and vote provided he paid his annual fees according to Articles 11 and 12 hereof.

The members shall attend the meeting in person or depute another person to attend and vote on his behalf by virtue of an official proxy. It shall not be permissible for a member of the Board to act as proxy for more than three members.

Article (40)

Duties and authorities of the Ordinary General Assembly

1. To deliberate on all matters and issues relating to IBC.
2. To audit, review, correct and approve accounts and balance sheet and discharge liability of the members of the Board.
3. To discuss, approve and amend the business programs submitted by the Board of Directors.
4. To elect new Board of Directors.
5. To deliberate on any matters included in its agenda.
6. To appoint an auditor.

Article (41)

Duties and authorities of the Extraordinary General Assembly

1. To make amendments or alterations to the Articles of Incorporation of IBC.
2. To liquidate and dissolve IBC.
3. To withdraw confidence from the Board.

If the purpose of the meeting is to make amendments to IBC Articles of Incorporation, the draft amendments shall be enclosed with the notice of meeting in order to be considered before the meeting.

Article (42)

Notice to the Meetings of Extraordinary General Assembly

1. The Chairman of the Board shall call for the meeting of the extraordinary general assembly if he considers so or upon request of at least eight members of the Board or one third of members of the General Assembly.
2. Members shall be notified of the date, place and agenda of the meeting at least three weeks before the date of the meeting.

Article (43)

Quorum and Voting at the General Assembly

The quorum for the meetings of the General Assembly shall be (51%) of the total members present in person. Decisions shall be taken by the majority of members present at the meeting. If the quorum is not available at the first meeting a second meeting can be called by the Chairman at least three weeks later. The second meeting shall be valid notwithstanding the number of members present thereat.

Article (44)

Minutes of Meetings

1. A special register including the minutes of each meeting of the general assembly shall be kept at IBC head office. Each member may have access thereto.
2. The minutes shall be signed by the Chairman and the Secretary.

Article (45)

Secretariat General

1. IBC Secretary General Office shall consist of the Secretary General (other than members of the Board) and staff according to the organizational structure as determined by IBC and issued by decision of the Board upon proposal of the Secretary General.
2. The Board shall, by decision of the Board, appoint the Secretary General, determine his authorities and entitlements and end his services.
3. The Office of the Secretariat General shall undertake the following tasks;
   1. To prepare and implement the annual plans after their approval.
   2. To prepare the agenda of the meetings of the Board.
   3. To communicate decisions and recommendations of the Board and the Executive Committee to members and follow up their implementation.
   4. To prepare draft financial and administrative regulations and organizational structure.
   5. To prepare the draft budget and draft annual report on the activities of the IBC.
   6. To manage day-to-day affairs of IBC.

Article (46)

IBC Dissolution and Liquidation

1. IBC shall be liquidated and dissolved by decision taken by majority of 75% of the full members present at the extraordinary General Assembly.
2. The General Assembly shall appoint one or more liquidators for the liquidation in collaboration with the Embassy of Iraq in Abu Dhabi. All the funds arising of the liquidation shall be divided in equal parts among the charitable organizations in UAE and Iraq.

Article (47)

General Provisions

1. No provision herein shall be amended or altered unless by decision of the Board after its submission to the General Assembly.
2. The Board may issue regulations and procedures as it deems necessary for improving IBC business.
3. These Articles of Incorporation and their amendments shall be registered with the Abu Dhabi Chamber of Commerce & Industry and Abu Dhabi Municipality. IBC shall observe any directions issued to it by the competent entities in Abu Dhabi.
4. These Articles of Incorporation are approved on 08/04/2004 by all IBC founders and shall come into force from the date of its approval.
5. These Articles of Incorporation are amended after their approval by majority of members present at the meeting of the Extraordinary General Assembly held on 02/10/2010.
6. An original copy of the amended Articles of Incorporation of IBC shall be kept with:
   1. Abu Dhabi Chamber of Commerce & Industry.
   2. Department of Abu Dhabi Municipality.
   3. Embassy of Iraq in Abu Dhabi.
   4. IBC Head office in Abu Dhabi.
7. These Articles of Incorporation shall be governed by Abu Dhabi Laws.