Statue
ARTICLES OF ASSOCIATION OF THE ITALIAN BUSINESS COUNCIL DUBAI & NORTHERN EMIRATES

ARTICLE 1– Establishment
There shall be established in Dubai and Northern Emirates an Italian Business Council. It shall be a non-profit voluntary association of Italian companies and professionals operating in the United Arab Emirates; its objective is the promotion of the interests and the image of Italy as well to develop commerce and investments between Italy and Dubai & the Northern Emirates. (Which expression shall when used herein include the Emirates of Sharjah, Ajman, Umm Al Quwain, Ras Al Khaimah and Fujairah).
The Council shall function under the umbrella of Dubai Chamber of Commerce and Industry.

ARTICLE 2 – Denomination and Registered Office
The Council takes the name of "Italian Business Council – Dubai & Northern Emirates", hereinafter called the "Council" or"
I. B. C. D." and its registered office is located for convenience in the city of Dubai of United Arab Emirates.

ARTICLE 3 – Corporate Objectives
The IBCD`s main aim is to form a reference, aggregation and information point of reference for Italian companies and professionals that have a legal presence or are in course of establishing an activity in the territory of the Emirate of Dubai & Northern Emirates or UAE. The Council's ultimate vision is to promote the development of economic, cultural and social relations between Italy and U.A.E. The Council may do all lawful things which may be incidental or conducive to the attainment of the foregoing objectives.
The "I. B. C. D." supports the creation of similar independent associations in the Gulf Region and will coordinate and cooperate with those bodies to maximize the Italian presence in the area.
The "I. B. C. D." objectives are defined as per the following:
To promote the cooperation and joint venturing between the Emirate of Dubai, the U.A.E and Italy and its Regions;
To encourage the exchange of information between U.A.E. and Italian companies;
To organize and support trading, commercial, industrial, professional and cultural seminars, conferences, events;
To facilitate the mutual understanding of both people, culture and civilization;
To promote the best image of Italian companies members present in the U.A.E.;
To contribute in developing the commercial, economic, and technical activities between the two Countries.
To favor the bilateral relations between both Countries' Chambers of Commerce and Industry;
To promote and support the visits of Italian commercial delegations to the U.A.E.;
To promote and support the visits of economic delegations from the U.A.E. to Italy;
To support the Italian Government Institutions and other bodies/organizations in their activities directed towards the development of commercial, economic and cultural relations between the two Countries.
To develop cultural and social events as a tools to promote relations and understanding between UAE and Italy;
To provide Italian and/or Arabic language courses to promote Italian and/or Arab culture.

ARTICLE 4 – Respect of Local Laws and Regulations
The "I. B. C. D." shall not entertain any political activity, whatsoever.

The "I. B. C. D." shall avoid any activity that conflicts with the Laws and Regulations enforced by the United Arab Emirates.

The "I. B. C. D." is construed and bound by the governing laws and regulations of the Emirate of Dubai and the Northern Emirates of the United Arab Emirates.

ARTICLE 5 – The Members

5.1 Types of membership

The membership categories are:

i. Honorary Members
ii. Italian Supporting Corporate Members
iii. Italian Corporate Members
iv. Italian Non Corporate Members
v. UAE Supporting Corporate Members
vi. UAE Corporate Members
vii. UAE Non Corporate Members
viii. No Profit Members

i. Honorary Members
H.E. the Chairman of the Dubai Chamber of Commerce and Industry;
H.E. the Italian Ambassador to the United Arab Emirates;
H.E. the Consul General of Italy;
The Italian Trade Commissioner (I.C.E.);
The Presidents of other Italian Business Councils present in the Country that cooperate with the with
"I. B. C. D."
The former Presidents of the, if resident in the U.A.E.
"Any other member so elected by the General Assembly I. B. C. D."


ii. Italian Supporting Corporate Members

The representatives of Italian companies that carry on major business or with at least 5 employees (in Italy, in the UAE or elsewhere) operating in the Country throughout branches, representative offices or any other legal entity and/or in association with others, with not than less than 49% of local entity owned by Italian citizens or Italian companies; or local entities fully owned by Italian citizen/s or Italian companies that have associated with the "I. B. C. D.", having duly paid their membership fee.

iii. Italian Corporate Members

The representatives of Italian companies with less than 5 employees (in Italy, in the UAE or elsewhere) operating or having business interests in the Country through branches, representative offices or any other legal entity and/or in commercial or partnership with others, with not than less than 49% of local entity owned by Italian citizens or Italian companies; or local entities fully owned by Italian citizen/s or Italian companies that are associated with the "I. B. C. D.", having duly paid their membership fee.

iv. Italian Non Corporate Members

Italian businessmen or professionals, resident and duly employed in the United Arab Emirates, practicing an industrial, commercial or professional activity not eligible for other categoriesor working for government organization, who are associated with the "I. B. C. D.", having duly paid their membership fee.

v. UAE Supporting Corporate Members

The representatives of non-Italian companies in the Country, operating through branches, representative offices or any other legal entity and/or in association with others, having business interests and/or relationships with Italy and Italian companies are associated with the "I.B.C.D.", having duly paid their membership fee.

vi. UAE Corporate Members

The representatives of non-Italian companies in the Country that, operating through branches, representative offices or any other legal entity and/or in association with others, have business interests and/or relationship with Italy and Italian companies, are associated with the "I.B.C.D.", having duly paid their membership fee.

vii. UAE Non Corporate Members

UAE or not Italian individual resident in
the U.A.E that have business interests and/or relationship with Italy and Italian companies, and are associated with the "I. B. C. D." have duly paid their membership fee.

viii. No Profit Members

Not Profit Membership shall be open to any organization (i) established in Dubai and/or the Northern Emirates, UAE, GCC or Italy or in the world (ii) operating under a not-for-profit or charitable permission, licence or otherwise granted by an appropriate authority and (iii) with a demonstrable interest in the development of Italy and UAE links. Not for Profit Members are subject to membership fee unless otherwise decided by the Board of Directors from time to time.

5.2 Enrollment
Enrollment applications shall be addressed to the Council's Administrative Board or (AB). The acceptance of the member will be governed by the 'By-law'.
The membership validity period is for one (1) calendar year and shall be renewable.
Failure to pay the annual fee will result in the suspension of membership.
The enrollment or renewal becomes effective after the payment of the membership fees.
The membership fee levels are established at the Annual General Assembly. The (AB) may have the authority to waive the payment of membership fees in special cases. It is also accepted the payment of membership fees against products in kind or services.

5.3 Voting Rights
All assemblies of "I.B.C.D." are open to all members.
The Italian Supporting Corporate Members and the Italian Corporate Members have the right to vote at the Annual General Assembly and Extraordinary Assemblies.
The Italian Non Corporate Members have the right to vote at all Ordinary Assemblies.
The UAE Supporting Corporate Members, UAE Corporate Members and UAE Individual Members have the right to vote only at all Ordinary Assemblies.
The Honorary Members do not have the right to vote at assemblies unless maintaining special assignments and duties by the (AB).
The Non-resident Members do not have the right to vote at the Assemblies.
Voting by proxy will be accepted, with a maximum number of seven, if written authorization by the member is submitted to the Assembly.

ARTICLE 6 – Revenues
The "I. B. C. D." income is generated by:

o Membership Fees
o Public and Private
o Residual Assets
o Various Revenues for General and Professional Services
o Donations ( with the approval of the Chamber if donated by no members)
o Sponsorships
o Others ( if approved by the Chamber).
Similarly, the Board of Directors shall justify disbursements through the Annual Statement of Receipts and Disbursement. The utilization of credit balances shall be decided only after having received the opinions of Members with the right to vote at the annual General Assembly.
Copy of the IBCD approved annual balance sheet shall be deposited within the Dubai Chamber and it may also be deposited with other authorities, if required.

ARTICLE 7- The Administrative Board (AB)
The "I.B.C.D." is managed by an AB composed of:

A. "EXECUTIVE BOARD" formed by a minimum of Three (3) Directors (up a maximum of Seven (7) Directors) of Italian nationality with the right to vote, elected from 'Italian Supporting Corporate Members' and 'Italian Corporate Members' categories that decide to support actively IBCD; Honorary (Past) Presidents who have served more than one consecutive term are granted the right to be part of the (AB) upon their own discretion and may be assigned to special projects and availing of full voting rights.

B. "EXECUTIVE LOCAL BOARD" may be formed by up to Three (3) UAE Supporting Business Members & UAE Business Members' category between selected prominent UAE citizens with consultative rights only.

All members of the Board as defined in Article 7, a), b) are elected by the Annual General Assembly.
According to voting results and application received, the AB will elect among them the President, the two Vice-Presidents, the Vice-President General Secretary, the Vice President Treasurer and nominate the Financial Controller and any other position so decided.
The AB shall remain in change for the period of two (2) calendar years and may be re-elected for more terms.
The members of each of the above boards can be re-elected any time by the General Assembly.
The elected boards' members shall be morally committed to the following conditions and obligations:
Elected Board members MUST be actively involved in promoting and organizing the Council activities.
The Board of Directors shall set the policies for the day-to-day operations of the Council.
They shall commit to a CONTINUOUS participation to the Council life and management by attending Board meetings, by participating to any external functions, meetings and get-together; by offering their services in the organization of IBCD events. Board meetings can be held online or conference call.
Except for special cases, no justification will be accepted. Should any Board member fail to attend five (5) consecutive meetings, then he will be subject of demotion or, in most serious cases, of expulsion from the Board.
The AB will meet not less than five (5) times during the calendar year, before the Annual General Assembly, on the summoning by the President and/or by at least a third of its members with the right to vote.
The AB cannot legislate without the minimum quorum of majority of board members attending the meeting or online or conference. The members of the AB in case of circumstances above their control can delegate another member of the AB. The resolutions are valid with the simple majority of votes and, in case of parity; the vote by the President is decisive.
During the first Assembly, the AB, by ballot, will nominate:
The President, being an Italian national
The Vice President - General Secretary, being an Italian national
The Vice-President, being an Italian national
The Vice-President being an Italian national
The Vice President for Financial Affairs/Treasurer, being an Italian national
The financial controller may be elected from among Members of any category or, if so decided, from outside the Association.
An AB meeting which is held without notice having been given is still valid so long as all Directors members attend.
Executive Board members may act on board resolutions also via e-mail (or via conference calls). IBCD would provide an electronic message to each board member with a copy of the resolution in question. Each board member would have the ability to respond to the e-mail. IBCD would verify the identity of the Directors.

ARTICLE 8 – The Capacities
The President shall chair the assemblies and the AB meetings. The President shall exercise general supervision and direction over the affairs of the Council and shall represent the Council in external relations.

The Vice-President - General Secretary shall chair all assemblies in case of the President's absence and shall replace the Council's in external relations in case of President's absence unless delegated to another Board member.

ARTICLE 9 – Resignations
In case of resignations by one member of the AB, the same may be replaced by co-opting a candidate for the remaining duration of the nomination period of the Board.
This procedure will not be applicable should four or more members of the Board resign during the calendar year. In this case, the Board will resign and new elections will be called within three weeks from the date of last resignation. The new Board of will remain in charge for the remaining period of the mandate.
The next annual General Assembly shall confirm the nomination of the co-opted new members with the understanding that, even before the official instatement takes place, they will be allowed to participate in the AB' s management activities and voting.
Should the Presidency be vacant, Vice-President General Secretary shall act as the President.

ARTICLE 10 – Annual General Assembly
The Annual General Assembly shall take place once a year, as set forth and at the times given by the regulations and by-laws.
The agenda of the assembly shall consider the following topics:
The Board`s ethics report on the previous activities of the Council
The program of Council activities anticipated for the coming new year if available
Election of the new AB
Amendment or Revision of the Articles of Association
Appointment of the Auditor
other matters which are properly placed on the agenda
Any other business

ARTICLE 11 – Extraordinary Assemblies

Extraordinary Assemblies are called to discuss and legislate on following topics:
Budget revisions out of the annual General Assembly
Action towards members
Dissolution of the Council.
These topics cannot be discussed in any other Assembly.
An Extraordinary Assembly is called by:
The AB through the President
A minimum of 25 % of the Members with the right to vote in the Assembly.
The summoning of Extraordinary Assemblies is notified to all the Members of the Council at least three (3) weeks in advance together with the agenda.
An Extraordinary Assembly can debate only what is already inserted in agenda. The Extraordinary Assembly quorum for the validity of the Assembly and its decisions is reached by the presence of at least 40 % of the Members with the right to vote. Should the quorum not be reached at the first call, the Extraordinary Assembly shall be summoned again, with the same rules. If the quorum is reached, resolutions shall be approved by a simple majority of the present votes.

ARTICLE 12 – Ordinary Assemblies
An Ordinary Assembly is called by:
The AB through the President
A minimum of 25 % of the Members with the right to vote in the Assembly.
The summoning of Ordinary Assemblies is notified to all the Members of the Council at least one week in advance together with the agenda.

ARTICLE 13 – Quorum and Voting
The Annual General Assembly quorum for the validity of the Assembly and its decisions is reached by the presence of at least 30 % of the Members with the right to vote ,whether in person or by proxy.
Should the quorum not be reached, the General Assembly will be suspended and a second session called after one (1) hour.
The quorum of presence required for the second called Annual General Assembly will be at least 20% of the Members with the right to vote whether in person or by proxy.
The proposals and resolutions will be approved by the simple majority of votes by Members having the right to vote that are present or are represented in the Assembly, unless otherwise specified by these Articles of Association on specific issues.
Should the quorum not be reached even after the second call, the Annual General Assembly shall be summoned again, with the same rules, after a week period.
Resolutions shall then be approved with the simple relative majority of votes, unless otherwise specified by this Statute.

ARTICLE 14 – Minutes of Assemblies
Minutes of Assemblies will be written either in Italian or English and signed by the President and the VP General Secretary for Council's record Or in absence of the President of the VP General Secretary by two alternative Vice Presidents. Copy of Minutes shall be provided to the Dubai Chamber.

ARTICLE 15 – Amendment of the Articles of Association
This Articles of Association can only be amended by an Ordinary General Assembly.

ARTICLE 16 – Internal Regulations and By-laws

The Internal Regulations and By-laws shall be established by the AB and cannot be in conflict with these Articles of Association and the Laws and Regulations prevailing in the United Arab Emirates. The Internal Regulations and By-laws shall regulate what is not included in the present Articles of Association. The Internal Regulations and By-laws can be modified by the AB. It is hereby confirmed that the IBCD holds all intellectual property rights (including copyright and trademark rights) in its name, logos, acronyms and related goodwill.

ARTICLE 17 – Dissolution of the Association
The "I.B.C.D." shall not be dissolved other than through an Extraordinary Assembly summoned exclusively for this purpose, whereby the majority of at least 40% of the Members with the right to vote shall approve such dissolution.
Should the quorum not be reached, the Extraordinary Assembly shall be summoned again within three weeks. The resolution shall then be adopted with a simple majority of attending members.
Should the Council dissolution be approved, the Assembly shall nominate one or more liquidators that will take care of the selling off of all assets.
The net assets will be donated to one or more charity organization in Italy and/or in the United Arab Emirates.

ARTICLE 18 – Articles of Association Registration
The present Articles of Association and its amendments shall be deposited, in Italian and English version, at the Dubai Chamber of Commerce and Industry and to any other local authority, if so required.
In case of differences between the two versions, the Italian text shall prevail being the same considered as original and the English version being a translation.

ARTICLE 19 – Official Language
The official language of the "I.B.C.D." is the Italian.
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These Articles of Association are composed of 19 Articles and has been discussed and approved in Dubai on 08 July 2003 and duly amended on 18 December 2006 by the III General Assembly and duly amended on 16 December 2007 by the IV General Assembly; duly amended on 13 December 2009 by the VI General Assembly.