About Us Organization By-Laws | By-Laws |
|
1. Membership Dues a. Membership dues shall be established from time to time by the Board of Directors, with the approval of the voting members at any General Meeting. If no dues are otherwise established, the following schedule of dues shall apply: b. New members in any membership category who join the ABC in the first half of the calendar year shall pay the full amount of the annual membership dues for their respective category. New members in any membership category who join the ABC in the second half of the calendar year shall pay half of the amount of the annual membership dues for their respective category. Members and new members who join by January 31 will be included in the ABC's annual Membership Directory published in March. 2. Membership Applications
a. Every applicant for membership shall apply by appropriate application form approved by the Board of Directors.
3. Determination of Membership a. For the purpose of determining eligibility for American Business Membership, "American businesses" shall be understood to include entities lawfully engaged in the U.A.E. in the conduct of business activities or other activities in furtherance or support of the goals of the Council, and which are:
but shall not include entities that are U.S. subsidiaries of foreign owners and do not have both their own significant and independent U.S. operations, and significant and independent business interests in the U.A.E. b. Applicants for American Business Membership may elect, if qualified, to apply for membership as a Small Business. Applicants will be considered for membership in this subcategory if they satisfy the following criteria:
c. Applicants for American Business Membership may elect, if qualified, to apply for membership as a Non-Profit organization. Applicants will be considered for membership in this subcategory if they are organized and operated on a not-for-profit basis. d. Executive Members:American Business Members (other than subcategories having reduced dues) shall be entitled to appoint one Executive Member. 4. The following memberships shall be offered on a VIP basis, without fee. American Officials
U.S. Ambassador U.A.E. Officials
The Executive Director of the Economic Department in each of Dubai and the Northern Emirates 11. Nomination of Candidates for the Board of Directors (Officers and At-Large Members) a. Nominating Committee. A Nominating Committee consisting of five members shall be appointed annually by the Board and announced to the membership at the September monthly luncheon or, failing that, before the end of September. The Board shall also designate the Chairman of the Nominating Committee. For the purpose of appointing a Nominating Committee the Board shall solicit volunteers from the membership. No member of the Nominating Committee may be a candidate. b. Solicitation of Nominations. At the same time the Nominating Committee is announced, the membership shall be (i) reminded of the upcoming annual elections, (ii) advised that nominations are open, (iii) informed that nominations should be directed to the Nominating Committee, (iv) informed of contact details for the Nominating Committee, and (v) informed of the closing date for nominations, which shall be the date of the October monthly luncheon, or, if the latter is less than 3 weeks from the date of announcement of the Nominating Committee, a date thereafter but not later than three weeks before the AGM. c. Review of Nominations. Consistent with Article V.D.4 of the Constitution, the primary responsibility of the Nominating Committee is to nominate at least one qualified and consenting candidate for each office and for each elective position on the Board. The Nominating Committee shall review all nominations received from the membership and shall ensure that the constitutional requirements are met -- specifically, that any prospective nominee is nominated by at least two members and that the proposed candidate satisfies the citizenship requirements (if any) and membership requirements of Article V.A and V.C.2 of the Constitution. d. Nominations Sua Sponte. The Nominating Committee itself may nominate qualified and consenting candidates and may for this purpose use reasonable efforts to identify potential candidates through communication and consultation with members. e. Announcement of Nominations. The names of all qualified and consenting candidates nominated as provided in paragraphs c. and d. above shall be announced to the membership at the October monthly luncheon or, failing that, before the end of October, but in any case not less than three weeks before the date fixed for the Annual General Meeting. The Nominating Committee shall not identify or distinguish between candidates nominated by the membership and candidates nominated by the Nominating Committee. No person may be nominated for two [elective / officer] positions. Nominations shall be closed following the announcement of candidates by the Nominating Committee. 12. Election of the Board of Directors (Officers and At-Large Members) a. Secret Ballot / Advance Balloting. Election of officers and at-large members of the Board of Directors at the Annual General Meeting ("AGM") shall be by secret ballot in such manner as the Board may reasonably prescribe, taking into account the goals of participation, integrity, confidentiality and convenience. Ballots may be cast in advance of the AGM in accordance with the procedures prescribed by the Board, provided that receipt of a ballot cast by a member shall be deemed to constitute the presence of that member at the AGM, for purposes of determining a quorum for the conduct of the AGM. The balloting process shall be supervised by an Election Committee. b. Election Committee. An Election Committee consisting of five members shall be appointed annually by the Board to supervise the balloting for election of new officers and other members of the Board of Directors at the AGM in a fair and impartial manner. The Board shall also designate the Chairman of the Election Committee. For the purpose of appointing an Election Committee the Board shall solicit volunteers from the membership. No member of the Election Committee may be a candidate or a member of the Nominating Committee. The membership of the Election Committee should be announced not later than the date of the announcement of nominations by the Nominating Committee. If a member of the Election Committee must recuse him or herself, for whatever reason, the Board of Directors will appoint another ABC member to fill the vacancy, subject to the qualifications listed above, to ensure that the Elections Committee has five members at all times. c. Alternative Balloting. Members may cast their ballots for the election of officers and other members of the Board either by (a) paper ballot completed in person at the AGM, (b) paper ballots conveyed in advance of the AGM, or (c) electronic ballot conveyed in advance of the AGM, in each case in accordance with the specific rules and procedures to be announced. d. General Supervisory Role. Detailed procedures for balloting shall be decided and/or reviewed and approved by the Election Committee, within the framework of these By-Laws and any other provisions that may be specified by the Board. The Election Committee shall meet for this purpose as soon as possible after its appointment. Thereafter, the Election Committee shall supervise the implementation of the approved procedures. Independent parties may be engaged to perform certain functions, at the discretion of the Election Committee. For example, electronic voting and/or the receipt and tallying of advance paper ballots may be performed through reputable and impartial service providers, including ABC members. In evaluating procedures and engaging service providers, the Election Committee shall take particular account of the goals of participation, integrity, confidentiality and convenience. e. Candidate Information. The Election Committee shall, not less than two weeks before the Annual General Meeting, circulate to the membership brief biographical information about each candidate. The Election Committee may request the candidates to provide such information, which should include at a minimum the candidate's business position, citizenship and his/her length of time in the UAE. All candidates will also be invited to submit a brief personal statement to be circulated along with the aforesaid biographical information. This and other information may also be linked electronically to the electronic voting program. f. "Meet the Candidates." The Election Committee may organize (with the help of the ABC Office) and supervise a "Meet the Candidates" event in a format to be determined, unless it determines that such an event would not significantly advance the interests of the ABC and its membership in relation to the election. g. Balloting Materials. Balloting materials shall be conveyed to all members not later than two weeks prior to the date of the AGM. The Election Committee shall review and approve all balloting materials, which shall contain the following: (a) a paper ballot (or two or the equivalent, for members entitled to two votes) plus instructions for how to convey paper ballots in advance of the AGM; (b) instructions for how to cast a ballot electronically; and (c) information about how and when balloting may be conducted in person at the AGM. A deadline shall be fixed for receipt of paper ballots cast in advance and/or for electronic ballots, provided that all such ballots must be accepted until at least 12:00 noon on the day prior to the day of the AGM. The balloting materials may be conveyed jointly with (and/or linked electronically to) candidate information to be circulated by the Elections Committee. h. Role of the ABC Office. The ABC Office shall provide such assistance to the Election Committee as may be requested in connection with its responsibilities, including (without limitation to) membership information, communication with the membership, preparation of balloting materials and logistical assistance, provided that the ABC Office shall at all times conduct itself in a fair and impartial manner in connection with the election of officers and other members of the Board. ABC Office staff shall not engage in campaigning, solicitation of votes or other electioneering. i. Proxies for Other Matters. At the discretion of the Board, balloting materials for the election of officers and other members of the Board may include provision for voting in a similar manner on other matters on which the ABC membership may vote at the AGM (e.g., proposed constitutional amendments, approval of accounts, approval of auditors, etc.) and/or the balloting materials may include provision for the designation of a proxy to vote on such other matters at the AGM, on behalf of the member casting the ballot. Proxy provisions (if any) shall provide that if no proxy is designated, the casting of the ballot shall be deemed to constitute a proxy in favor of the ABC President (or the Vice President, in the absence of the President) to vote as such officer may deem fit. j. Monitoring for Quorum. During the period permitted for balloting in advance of the AGM, the Election Committee shall monitor the ballots received and shall convey to the ABC Office the number of ballots that have been cast, for the purpose of allowing a determination whether a quorum has been or is likely to be achieved at the AGM. In case of doubt whether a quorum will be achieved, the ABC Office shall issue a reminder notice to members, encouraging those who have not already cast their ballots, or indicated their intention to attend and vote at the AGM in person, to do so. k. Balloting in Person. At the AGM, a period of one hour at the start thereof, or immediately in advance thereof, shall be allocated for the casting of ballots in person. The Election Committee shall be responsible to ensure that members voting in person are properly identified and that such members have not previously cast ballots in advance, either by paper ballot or electronically. In any such cases the ballot cast in advance by such member shall be the ballot recognized by the Election Committee. l. Tabulation of Results. The Election Committee shall be responsible to produce a final and definitive tally of all ballots cast, as soon as possible following the close of balloting in person at the AGM and in any case before the close of the AGM. In order to fulfill its responsibilities in this regard, the Election Committee shall meet in advance of the AGM to determine and/or review the preparations necessary in order to conclude such a tally accurately, efficiently and confidentially, including the anticipation of potential questions or problems that may arise, and the determination of how they should be dealt with. For this purpose the Election Committee may consult with such persons as they deem necessary. In particular, the Election Committee shall consider the need to aggregate the ballots cast in person at the AGM with those cast in advance by paper ballot or electronically and the need to incorporate measures to prevent the possible duplication of votes. The Election Committee shall monitor and may tabulate in advance the ballots cast in advance of the AGM by paper ballot and electronically, but shall rigorously safeguard the confidentiality of those tallies until all balloting is complete and the final aggregate results are determined. m. Authority to Resolve Questions Arising. In case of questions arising in connection with the balloting process, the Election Committee shall have the responsibility and the authority to resolve such questions, consistent with the ABC Constitution and these By-Laws and any applicable prior instructions or guidance from the Board, and for this purpose the Election Committee may consult with such persons as they deem necessary. n. Announcement of Results. The candidate receiving the highest number of votes for each officer position shall be declared the winner of the election for such position. The five candidates who receive the highest number of votes for the at large positions shall be declared the winners. In the event of a tie the winner shall be decided by the toss of a coin. The winners of the elections shall be announced at the AGM by the Chairman of the Election Committee or another member of the Committee designated by the Chairman. The Election Committee shall make available to each candidate the aggregate numerical tallies for each position, either during the remainder of the AGM or immediately thereafter. The tallies for each position shall also be posted the following morning in the ABC Office and shall remain posted for the following week. o. Campaign Guidelines. The Board has approved the following campaign guidelines enumerated below. The Election Committee shall convey these guidelines to all candidates. The Board may, in its discretion, notify all members of these guidelines (by way of reminder) either at the outset of the election campaign period or at any time thereafter. (i) Multiple communications to the membership are discouraged. Campaign communications should be limited to the biographical sketch and personal statement to be circulated on behalf of all candidates, as provided for below, and a single additional statement to be distributed at "Meet the Candidates" event, described below, if one is held. (ii) Private election-oriented functions are discouraged. Election-related communications and election-oriented functions should be open to all members. (iii) Candidates are discouraged from running on "slates" or "tickets." Campaigns should be conducted in such a way as to encourage the participation of all members in the affairs of the ABC.
13. Financial Year
As adopted 27 November 1985 |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
 |
 |