Australian Business Group Oman

Transcription

1 Australian Business Group Oman Constitution The name of the group shall be Australian Business Group Oman, hereinafter referred to as ABGO. 1 OBJECTIVES 1.1 ABGO is a non-profit making organisation of legal entities and individuals whose objectives are to: provide a forum for members to develop their business activities, thereby promoting trade, cultural and business relationships between Australia and Oman promote member networking benefit Australian businesses and individuals in a business and social context encourage contact with Omani businesses, Chambers of Commerce and other official bodies in a way that jointly develops business potential provide informal advice and information to Australian legal entities and individuals wishing to do business in Oman hold regular meetings for the purpose of: obtaining, maintaining and disseminating information to members of ABGO and other Australian citizens in Oman providing a forum for speakers (members or non-members of ABGO) on interesting and relevant subjects providing and maintaining a link between the Australian business community in Oman and Australian trade delegations/missions developing social activities for members of ABGO and their families arrange and offer other activities, including liaison with other national and international groups and organisations and the establishment of committees and sectoral and/or other specific interest or function groups raise sufficient funds to support the activities of ABGO prepare and publish any periodicals, books, circulars, leaflets or other literature which may be thought desirable for the promotion of the interests of ABGO and its members. 2 MEMBERSHIP 2.1 To be eligible for membership, legal entities, organisations or individuals must fall into one of the following categories: an Australian citizen employed or living in Oman an Omani subsidiary of a registered Australian company an Omani based agent of an Australian registered company a legal entity or individual conducting regular trade and/or services with Australia or Australian businesses in Oman individual members of other GCC Australian Business Groups (entitled to Associate Membership ) having regard to the objectives of ABGO, senior Omani citizens deemed appropriate by a simple majority of the Executive Committee can be extended an Honorary Membership Page 1 of 7

2 2.1.7 having regard to the objectives of ABGO, any other legal entity or individual deemed appropriate by a simple majority of the Executive Committee. 2.2 ABGO shall have the following membership categories: Individual Member Subject to the provisions of clause 3.1 above, any individual person may apply to be an Individual Member An Individual Member shall have one vote. Corporate Member Subject to the provisions of clause 3.1 above, any legal entity or organisation may apply to be a Corporate Member A Corporate Member shall have the right to nominate up to two (2) individual persons employed by the Corporate Member as its representatives by notice in writing to the Secretary. Either or both of these two representatives may be changed during the membership year, without any additional membership fee A Corporate Member shall have two votes. Patron The incumbent Australian Ambassador to the Kingdom of Saudi Arabia shall, ex officio, be the patron of ABGO. The Patron may appoint a representative to attend ABGO meetings in place of the Patron and generally undertake all rights and duties of the Patron in respect of ABGO The Patron shall be entitled to attend and address all meetings of ABGO The Patron shall have no ordinary votes, but may exercise a casting vote in the event of a tied ballot on any matter. 2.3 Candidates for membership must complete an approved Membership Application Form (as approved by the Executive Committee from time to time, if any) and submit it to the Executive Committee for consideration. 2.4 Any Member may resign at any time upon giving notice in writing to the Secretary or Chair. 2.5 Membership may not be transferred. 2.6 If any Member whose conduct in the opinion of the Executive Committee is injurious to the character or interests of ABGO, and cannot explain their conduct to the satisfaction of the Executive Committee, that Member shall be advised in writing to resign. If such resignation is not received within two weeks of such written notice being given, the Executive Committee has the right to cancel such membership by simple majority vote of the Executive Committee. 2.7 Re-instatement of cancelled membership may take place if a simple majority of the full Executive Committee deem sufficient changed reasons have occurred. 2.8 Each membership shall be valid for a year from the date of the member joining ABGO. 2.9 Members may be required to pay annual subscription fees and entrance fees for specific events. The amount of annual fees and when they are payable shall be determined by the Executive Committee. Fees for events may be determined by the event organisers, subject to any determination or guidance provided by the Executive Committee If any Membership Fee or any other amount due to ABGO remains unpaid more than sixty (60) days from the due date of payment, the Executive Committee may give written notice that Page 2 of 7

3 unless the fee or other amount is paid within a time prescribed by the Executive Committee, membership of that Member will be liable to cancellation Whilst in default, Members shall not enjoy voting rights. 3 MEETINGS OF MEMBERS 3.1 Any general meetings, except the Annual General Meeting (AGM), shall be called Extraordinary General Meetings (EGM). 3.2 AGMs shall be called by the Chair of ABGO. 3.3 The Executive Committee can call an EGM at any time with twenty-one (21) days notice. 3.4 Members of ABGO can call for an EGM providing a simple majority of paid-up Members are in favour of such a meeting. A membership call for an EGM must be accompanied by petition showing simple majority support, and presented to the Executive Committee thirty (30) clear days prior to the intended date. 3.5 ABGO shall in each year and on dates and at places to be selected by the Executive Committee hold at least one AGM. 3.6 Not more than fifteen (15) months shall elapse between AGMs. 3.7 AGMs shall be called in writing with at least twenty-one (21) clear days' notice. 3.8 A shorter notice is permitted for any meeting of Members if a simple majority of eligible voting Members agree to it. 3.9 The notice shall specify the date, time and place of the meeting and the general nature of the business to be conducted Accidental omission to send or non-receipt of the notice by any Member shall not invalidate the proceedings of that meeting At the Annual General Meeting, the consideration of the accounts, balance sheets, and the reports of the Executive Committee and auditors, the appointment of and the fixing of the remuneration of the auditors and the appointment of Executive Committee members shall be considered ordinary business. All other business to be conducted at General Meetings shall be deemed special business Quorum for any General Meeting of ABGO shall be eight (8) eligible voting Members No business shall be transacted at any General Meeting unless a quorum of voting Members is present at the time when the meeting proceeds to business and continues to be present until the conclusion of the meeting If within half an hour from the time appointed for the meeting a quorum is not present, the meeting shall be adjourned for 14 days. If at the subsequent meeting there is no quorum, then those present shall constitute a quorum The Chair of the Executive Committee shall take the chair at a General Meeting, or in his/her absence, in order, the Deputy Chair or another Executive Committee member chosen by a majority of the Executive Committee present Resolutions put to the vote shall be decided on a show of hands unless the Chair and/or at least half the voting members present at the Meeting request a poll. In the case of an equality of votes, the Patron, or in their absence, the Chair, shall be entitled to a casting vote A resolution will be passed on a simple majority of those present, or if by a poll, then on a simple majority of votes cast On a poll, votes may be given either personally or by proxy Members may appoint a proxy to attend and vote in their place at a General Meeting. A proxy must be a Member. An instrument appointing a proxy shall be in the following form or a form as near there to as circumstances admit:- "I/We, [member s name], being a Voting Member of Page 3 of 7

4 [name of ABGO] hereby appoint of as my/our proxy to attend and vote for me/us on my/our behalf at the [Annual / Extraordinary] General Meeting of Australian Business Group Oman to be held on the day of 20, and at any adjournment thereof. Signed this [day] day of [month] [year] Proxies may be mailed, ed or faxed but must be received by the Secretary no later than 5.00 pm on the day prior to the General Meeting. 4 EXECUTIVE COMMITTEE 4.1 Until otherwise determined by ABGO in General Meeting, ABGO will be managed by an Executive Committee which shall include no less than 60% Australian citizens in respect of those members of the Executive Committee other than the Patron and the Austrade Representative. All members of the Executive Committee must be natural persons. 4.2 The Executive Committee shall comprise the following officers: Patron Chair Deputy Chair Secretary Treasurer Austrade Representative Up to six (6) General Members 4.3 Duly elected Officers shall perform the following duties: Chair 4.4 The Chair shall represent ABGO publicly and preside over the AGMs, regular business meetings, and Executive Committee meetings. The Chair must be an Australian citizen. Deputy Chair 4.5 The Deputy Chair will deputize for the Chair as necessary. Secretary 4.6 The Secretary shall maintain the official records of the Group and assist the Chair. Treasurer 4.7 The Treasurer shall present a budget to the Executive Committee in time for presentation to the AGM and provide periodic progress reports regarding the actual financial position during the fiscal year. Austrade Representative 4.8 The incumbent Austrade Representative in Oman shall be the primary liaison between ABGO and the Australian Government s trade and investment development agency. General Members 4.9 General Members of the Executive Committee shall attend and vote at Executive Committee meetings and undertake such duties as agreed at such meetings. General Members may be given specific roles which may include, but are not limited to, membership development, event management and producing communications. Page 4 of 7

5 Meetings 4.10 The Executive Committee is expected to meet on a monthly basis where possible The Executive Committee shall cause minutes to be made of all meetings A minimum of four (4) elected Executive Committee members must be present for there to be a quorum at an Executive Committee meeting Decisions of the Executive Committee will be made by a simple majority, unless otherwise stated in the Constitution. Elections 4.14 All elected Executive Committee positions are vacated at the AGM. The elections for Executive Committee members will be held annually at the AGM. Election notices will be issued by fax or , together with the Agenda of Proceedings for the AGM The election notice will identify current Executive Members who are standing for re-election and will seek new nominations (with a seconder) from the Members Nominations must be received by the Secretary by 5.00 pm on the second day before the AGM. Faxed or ed nominations are permitted, but the originals of those nominations must be handed to the Secretary before commencement of the AGM or they will be deemed invalid In the event of there not being sufficient nominations for Executive Committee positions received by close of written nominations, nominations for uncontested positions may be accepted (with a seconder) from the floor of the AGM Voting papers will be issued only to current voting Members of ABGO. A current member is one who has paid the annual subscription for the current year The incumbent Chair shall select two attendees at the AGM for the purpose of collecting, counting and presenting the results of the ballot(s) to the incumbent Secretary. The Secretary will announce the results to the AGM Election of each member of the Executive Committee shall be in accordance with the number of votes cast for each candidate, with candidates with the highest number of votes being appointed to the Executive Committee until all vacant posts are filled. In the event of a tied vote the winner shall be decided by a toss of a coin With the exception of the Patron and the Austrade Representative, or where there is a need to fill a vacancy, all Executive Committee members shall be drawn from those members elected at the AGM If a member of the Executive Committee resigns or is removed from office prior between AGMs, then the Executive Committee may elect another member to join the Executive Committee to fill the vacancy The period of the appointment of a member of the Executive Committee shall be the period between the consecutive AGMs. The term of any officer appointed pursuant to this clause to fill a vacancy shall cease at the next AGM The Executive Committee is empowered to co-opt members to the Executive Committee to fill occasional vacancies until election of Executive Committee members at the next AGM. General 4.25 A Member of the Executive Committee shall not vote in respect of any contract in which they are interested or any matter arising thereof, and if they do so vote, their vote shall not be counted The Executive Committee shall make such banking arrangements reasonably considered necessary or appropriate. Page 5 of 7

6 4.27 In order to remain on the Executive Committee, Executive Committee members must attend at least two thirds of the monthly Executive Committee meetings, and not be absent from three consecutive Executive Committee meetings, held in each elective year. In the event that any member does not perform the minimum attendance, as above, the member may be required to resign if a majority of the full Executive Committee so determines The Executive Committee may form ad-hoc or sub committees and delegate any powers and/or responsibilities as it deems appropriate. 5 FUNDS 5.1 The income and property of ABGO, however derived, shall be applied solely towards the promotion of the objectives of ABGO as set forth in Section 2 (Objectives). 5.2 No proportion of ABGO s funds shall be paid, or transferred directly, or indirectly, to individual members of ABGO; excepting, with the approval of the Executive Committee, payment in good faith of reasonable and proper remuneration to any officer, employee, member of ABGO in return for services actually rendered to ABGO; or for approved out-of-pocket expenses. 5.3 No member of the Executive Committee shall be appointed to any full-time salaried office of ABGO. Furthermore, no remuneration or other benefit in money or money s worth shall be given by ABGO to any member of such Executive Committee, except repayment, with the approval of the Executive Committee, of out-of-pocket expenses, remuneration for part time services, or reasonable and proper rent for premises demised or let to ABGO. Accounts 5.4 True accounts shall be kept of the sum of money received and expended by ABGO, and the matters in respect of which such receipts and expenditure take place, and of the property, credits and liabilities of ABGO. Audit 5.5 Once at least in every year the accounts of ABGO shall be examined and the correctness of the income and expenditure account and balance sheet verified by an independent auditor appointed by the Executive Committee or otherwise in a manner approved by the Executive Committee. Winding Up 5.6 Every member of ABGO undertakes to contribute to the assets of ABGO in the event of the same being wound up whilst he is a member, or within one year after he ceases to be a member. Every member undertakes to contribute to the costs, charges and expenses of winding up. 5.7 If upon the winding up or dissolution of ABGO there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed amongst the members of ABGO. It shall be given or transferred to some other institution or institutions, having objects similar to the objects of ABGO or charity organisation agreed by the Members. 6 CONSTITUTIONAL AMENDMENTS Page 6 of 7

7 6.1 No addition, deletion, alteration, or amendment shall be made to or this Constitution, unless the same have been previously submitted to and approved at a General Meeting % of eligible votes at a General Meeting, as defined in clause 4.11, are required to approve a change to the Constitution. Page 7 of 7