Pakistan Business Professional Council – Constitution*

*Revised Constitution proposed by the Constitution Committee – April 22,2015

Approved by Executive Committee on 4th May 2015

Approved by the Annual General Assembly on 11th June 2015

ARTICLE - 1 ESTABLISHMENT AND NAME

There shall be established an organization to be known as the Pakistan Business Professional Council(PBPC) Abu Dhabi (hereinafter referred to as “Council”), under the rules of the executive council, decree No: 30/9 issued on the hearing 20/95 regarding establishment of business council in the emirate of Abu Dhabi and amendment No:3/C to correspond the activities of proposed council. Its headquarters shall be located at Abu Dhabi.

ARTICLE - 2 OBJECTIVES

(1) The Council shall be a non-profit voluntary organization comprising individuals and companies and other registered organisations whose objectives shall be:

I.  To promote commerce and investment between Pakistan and the UAE

II. To provide a link with Government Departments of the UAE and Pakistan Embassy, Tourist Offices,Educational Institutions, Chambers of commerce and Business, and other Trade,Health & Industry related organizations in Pakistan dedicated to the promotion of economic and business development between Pakistan and the UAE.

III. To provide a forum to Pakistan business and professional executives and organizations in the UAE and business and professional executives and organizations of the UAE to identify, discuss and interact in areas of common interests.

IV. To promote awareness of the UAE’s commercial significance and potential among the Pakistani business community in the UAE and Pakistan.

V.  The council may do all things which may be identical or conductive to the attainment of the foregoing objectives. The Council shall not engage in any political activity in the UAE or elsewhere or allow its funds or facilities to be used for political purposes in the UAE or knowingly contravene the laws of the UAE.

VI.  To promote social and cultural activities.

ARTICLE - 3 MEMBERSHIP

1.  CATEGORIES OF MEMBERSHIP

(1) CORPORATE MEMBERS

a) Membership in this category shall be open to Pakistani companies and professional organisations where Pakistani national are partner or shareholders with a presence in the UAE and/or holding membership in any of the UAE Chambers of Commerce and Industry, or in Pakistan or other countries, provided the business houses are well established and recognized.

b) Companies in the UAE having business relations with a Pakistani company.
Provided that the Membership Committee is satisfied of the bonafide of the business relationship with established business organization in Pakistan.

c) Companies in the UAE having a Pakistani national working in a senior management position which can result in engagement of other Pakistani business or national in its operations.

(2) INDIVIDUAL MEMBERS

a) Membership in this category shall be open to Pakistani Businessmen and Professionals who are working o residing in the UAE, and do not qualify for Corporate Membership. Provided that such individuals holding Professional or Post Graduate Degree and/or are well reputed and recognized.The Membership Committee will review each application and recommend to the Executive Board for approval by consensus and for the endorsement of the Chairman or President.

b) The commercial Attaché/nominated official of the Pakistan Embassy in UAE (Ex-Officio).

(3) HONORARY MEMBERSHIP

Membership in this category shall be limited to select distinguished UAE dignitaries who can be, with the consent of the Executive Board, invited to be the Honorary members.

Ambassadors of UAE in Pakistan and Ambassadors of Pakistan in UAE can be invited to be Honorary members by the Executive Board after approval of the Chairman or President.

(4) DISCRETIONARY MEMBERSHIP – INDIVIDUAL/INSTITUTIONS

Membership in this category shall be open to UAE Nationals,Nationals of any other Country and any company or other institutions with a presence in UAE on the approval of the Executive Board by unanimous vote.

(5) MEMBERSHIP OF BUSINESS ASSOCIATIONS AND PROFESSIONAL FORUMS

All Pakistan business associations and professional forums presently existing in UAE and those which may come up in future may be given group membership and on the terms and conditions to be approved by the Executive Board.

(6) FOUNDING MEMBERS

Signatories to the Constitution for establishment of PBPC would be founding members who shall be members for life. The rights of founding members shall be those of individual members.

(7) PLATINUM MEMBERS

Individual members with additional benefits and privileges as decided and announced by the Executive Board from time to time.

 

2. DETERMINATION OF MEMBERSHIP

(1) The acceptability of any application or termination of any membership or a change in the classification of membership shall be finally determined by the Chairman or President considering the approval of the Executive Board by consensus.

(2) Every application for membership shall be by appropriate application procedure approved by the Membership Committee. The application shall state the category in which the applicant is seeking membership, the basis for qualification in that category and such other information as may be requested by the Membership Committee.

(3) In the event of a change in the definition of a category of membership or the creation of a new category of membership set forth in this Article, the Membership Committee may authorize any of the  current members to retain his/her  current classification for the current and subsequent terms of membership.

(4) Every member shall notify the Membership committee in writing of any change in status which might affect his/her eligibility for membership.

(5) Membership shall be for one year subject to renewal and payment of membership fees.

(6) Each corporate member shall nominate two (2) of its senior executive resident in the UAE to be its duly authorized representatives in all matters relating to its membership of the Council. Each one of them shall have the voting rights. Non – Pakistani representatives of the corporates /companies/institutions shall be approved by the Executive Board and ratified by the Chairman or President. The Corporate Head may also nominate an alternative as duly authorized representative who may attend meetings and represent the corporate general member in the absence of its duly authorized representative. Every alternate shall also be resident in the UAE, and is subject to approval by the Executive Board and final approval of the Chairman or President.

(7) All members of the Council will abide by the code of conduct set by the Executive Board.

 

3. MEMBERSHIP FEE

(1) Every member (except honorary members and the ex-officio members) shall pay an annual membership fee. The annual fee shall be due in respect of the financial year i.e. 1st January to 31st December each year and shall be payable in lump sum in advance.

(2) The membership fee as per Clause 4 can only be revised upward by the Executive Board of the Council and will be applied toward such administrative and other costs, as the Executive Board shall from time to time determine.

(3) No refund of the annual membership fee will be made if a member resigns or his/her membership is cancelled by the Executive Board.Membership will be deemed to be suspended if the annual fee is not paid by 31st March and deemed to have lapsed if the annual fee is not paid by 30th June.

(4) Membership Fee Per Year:


4.1   Individuals

Individual member                                                          AED 1,000

Discretionary member                                                    AED 2,000

Founding member(lifetime membership)                  AED 5,000

Non-resident individual membership                         AED 1,000

 

4.2   Corporate

Platinum                                                                          AED 10,000

Ordinary Corporate                                                       AED   3,000

Business House Overseas                                            AED   5,000

ARTICLE - 4 ORGANIZATION

1.  PATRON

An eminent UAE dignitary, to be nominated by the Chairman, in consultation with the Executive Board.

2.  CHAIRMAN

H.E. the Ambassador of Pakistan to the UAE shall be the Ex – officio Chairman of the Council.

3.  EXECUTIVE BOARD

(1) Composition:

The affairs of the Council shall be managed by an Executive Board (hereinafter called as “Board”) comprising of not less than seven members and not more than fifteen members to be appointedas set out below:

Seven members of the Boardshall be elected among the Paying Members including four from corporate members. In addition, H.E.the Ambassador of Pakistan to the UAE being ExOfficio Chairman of the Council and one Ex-Officio member from Pakistan Embassy, designated by the Chairman, will also be the members of the Board.

The Chairperson of a Chapter will also be the member of the Board provided the Chapter has at least twenty five (25) members. His/her nomination will be approved by the Board with unanimous vote. His /her membership to the Board will be considered as cancelled if the membership of the Chapter drops below twenty five (25) members. The other members of a chapter will not be allowed either to be a candidate for Council’s Board election or to be a voter for election of Council’s Board.

All members of the Board shall be Pakistani citizens resident in the U.A.E.

(2) Terms:

(a) The first board will be nominated by the Chairman in consultation with the founder members initially for a period of two years. Subsequently it will be elected in an Annual General Meeting (AGM) for a term of two years as per article 3 (I).

(b) A member of the Board will be able to serve for a maximum period of consecutive two terms. Thereafter he may be re-elected after one term or two years from the expiry of his last term in the office.

(c) The Board in the first convening meeting after election will elect all office bearers and appoint sub – Committees.

3.  OFFICE BEARERS

(1) PRESIDENT:

(a) A bonafide Pakistani, elected member of the Board shall be eligible to be elected as President by the Board.

(b) The President so elected may serve in this capacity for a two (2) year term.

(c) The President shall be eligible for election for a maximum of two (2) consecutive terms. Thereafter, he can be eligible for re-election after one term or two years from the expiry of his last term in the office for a fresh one term or two years.

(2) EXECUTIVE VICE PRESIDENT

(a) A bonafide Pakistani, member of the Board shall be eligible to be elected as Executive Vice President by the Board.

(b) The Executive Vice President shall serve in this capacity for a term of two (2) years.

(c) The Executive Vice President shall be eligible for an election for a maximum of two terms. Thereafter he can be eligible for re-election after one term or two years from the expiry of his last term in the office for a fresh one term or two years.

(3) VICE PRESIDENT MEMBERSHIP

(a) A bonafide Pakistani member of the Board to be elected by the President and EVP of Board.

(b) The Vice President shall serve in this capacity for a term of two (2) years.

(c) The Vice President shall be eligible for an election for a maximum of two terms. Thereafter he shall be eligible for re-election after one term or two years from the expiry of his last term in the office for a fresh one term or two years.

(4) VICE PRESIDENT – LEGAL AND COORDINATION

(a) A bonafide Pakistani member of the Board to be elected by the President and EVP of Board.

(b) The Vice President shall serve in this capacity for a term of two years.

(c) The Vice President shall be eligible for an election for a maximum of two terms. Thereafter he can be eligible for re-election after one term or two years from the expiry of his last term in the office for a fresh one term or two years.

(5) VICE PRESIDENT – FINANCE

(a) A bonafide Pakistani member of the Board to be elected by the President and EVP of Board.

(b) The Vice President shall serve in this capacity for a term of two years.

(c) The Vice President shall be eligible for election for a maximum of two terms. Thereafter he shall be eligible for re-election after one term or two yearsfrom the expiry of his last term in the office for a fresh one term or two years.

(6)VICE PRESIDENT – PROGRAMMES

(a) A bonafide Pakistani member of the Board to be elected by the President and EVP of Board.

(b) The Vice President shall serve in this capacity for a term of two years.

(c) The Vice President shall be eligible for election for a maximum of two terms. Thereafter he shall be eligible for re-election after one term or two years from the expiry of his last term in the office for a fresh one term or two years.

(7) VICE PRESIDENT COMMUNICATION & INFORMATION

(a) A bona fide Pakistani member of the Bard to be elected by the President and EVP of Board.

(b) The Vice President shall serve in this capacity for a term of two (2) years.

(c) The Vice President shall be eligible for an election for a maximum of two terms. Thereafter he shall be eligible for re-election after one term or two years from the expiry of his last term in the office for a fresh one term or two years.

 

ARTICLE - 5 CONSTITUTION COMMITTEE

Constitution Committee to ensure governing of Constitution enforcement and continuity of the organization. A Constitution Committee consisting of Founding members, former President and Executive Vice President will have Powers to protect the Pakistan Business Professional Council and to take up its role in case of emergencies and deadlocks. The senior most member of the Committee shall Chair such committee assisted by the next senior members. However the Committee will not have any role in day to day affairs and shall be authorized to call General Body Meeting to endorsement of its decisions.

ARTICLE - 6 MEETING OF THE COUNCIL

1. GENERAL MEETINGS

(1) An Annual General Meeting (AGM) shall be held once every year. The AGM shall be held not later than 31st March of each year. The following shall be conducted at each AGM.

(a) Report of the President.
(b) Report of the Honorary Auditor.
(c) Other matters included in the approved agenda.

(2) The AGM shall be called by the Board giving not less than 21 days’ notice to members. All other Extra ordinary General Meetings at which official business of the Council is to be discussed and a vote taken will be called by the Board at its discretion from time to time by giving not less than fourteen days’ notice to members.

(3) Any member who wishes to place an item on the agenda of AGM may do so provided a notice is given in writing to the Vice President legal at least fourteen working days prior to the meeting. Provided the same is recorded by the VP Legal and approved by the President, however if such request is received with signature of at least one-third (1/3) of the total Council permanent members eligible to vote such items shall be added to the Agenda.

2. QUORUM AND VOTING

(1) The quorum for the Annual General Meeting and all Extra-ordinary General Meetings shall be forty per cent (40%)of the total Membership of the Council present in person. A quorum shall be required at all times during meetings if official actions are taken.

(2) In the event of there being no quorum present at Annual General Meeting or any General Meeting, the members present may resolve to adjourn the meeting to another date.

(3) Should the number then present be insufficient to form a quorum, those present shall be considered a quorum, but they shall have no power to alter, amend or make addition to any proposed resolution or item appearing on the agenda of the adjourned Annual General Meeting or Extra Ordinary General Meeting.

(4) Voting shall be by simple majority of all votes cast. In the event of a tie, the President of the Council or the Presiding Officer shall have a casting vote.

(5) Each General Meeting shall be chaired by the chairman or the President or the Executive Vice-President of the Council’s Board or, in the absence of all three, any of the members nominated by the President or in the absence of the nomination to be elected by Committee Members present.

(6) Minutes of each AGM and all other Extra Ordinary General Meetings shall be recorded by VP Legal and shall be subject to approval by the Chairman or the President. They will be circulated to the members of Council within seven calendar days of the AGM meeting or other meeting.

ARTICLE - 7 BOARD ELECTION

1. ELECTION OF MEMBERS OF THE EXECUTIVE BOARD (BOARD)

(a) Election of the Members of the Board would be held as per the procedures and would be voted by members of the Council once in every two (2) years and the Board would elect office bearers from among its members.

(b) The Board shall in its first convened meeting after the election elect a President and Executive Vice President from among its members.

(c) The President and the Board’s Executive Vice President will appoint the VP Membership, VP Legal and Coordination. VP Finance, VP Programmes and VP Communication & Information.

(d) All the members of the Board are required to participate in the meetings of the Board and to provide independent and objective opinion on the matters under discussion: to participate in the committees formed by the Board and to make their skills, experience, diversified specialties and qualifications available to the Board through regular presence and efficient participation.

(e) If a member of the Board fails to attend more than three consecutive meetings without an excuse acceptable to the Board. Such member of the Board shall be deemed to have resigned.

(f) The Board may appoint a member to the position which becomes vacant during the year. The member so appointed will continue his term till the next election.

(g) If the membership of the Board reaches less than five members, the Board must call anExtra Ordinary General meeting of the Council to convene within three months from the date of last position becoming vacant to elect persons to fill the vacant positions.

(h) The post of a member of the Board shall be deemed vacant in the event such member:

* dies or become legally incompetent or becomes otherwise incapable of performing his duties as a member of the Board or
* is convicted of any crime offensive to honour or trustworthiness, or
* resigns from his post pursuant to written notice sent to the Board in this regard. or
* is not re-elected after the expiry of his term of membership. or
* His membership of the Council is cancelled. or
* His membership was contrary to the provisions of this constitution.
* His membership is considered cancelled pursuant to para ( e) above

2. DUTIES OF THE OFFICE BEARERS

(1) PRESIDENT

The President shall exercise general supervision over the affairs of the Council and shall represent the Council in external relations. The President shall preside over all meetings of the Council and shall be responsible for implementing the decisions of the Board.

(2) EXECUTIVE VICE PRESIDENT

The Executive Vice President shall perform duties and responsibilities assigned by the President and shall act as President in his absence.

(3) VICE PRESIDENT – MEMBERSHIP

The Vice President Membership shall be responsible for membership affairs and shall perform other duties and responsibilities assigned by the President.

(4) VICE PRESIDENT – LEGAL AND COORDINATION

The Vice President, (Legal and Coordination), shall be responsible for all documents and records of the Council and interact with legal counsels or legal Consultants, and shall perform other duties and responsibilities assigned by the President.

(5) VICE PRESIDENT – FINANCE

The Vice President Finance shall be responsible for budgeting and accounting all financial receipts, disbursements, financial records and reports and shall perform other duties and responsibilities assigned by the President.

(6) VICE PRESIDENT – PROGRAMMES

The Vice President Programmes shall be responsible for arranging the programmes organized by the Council or the programmes where the Board has decided to participate and shall perform other duties and responsibilities assigned by the President.

(7) VICE PRESIDENT – COMMUNICATION & INFORMATION

The Vice President Communication & information shall be responsible for communicating and informing the Board and Members of the Council about Council’s activities, and shall perform other duties and responsibilities assigned by the President

3. TERM AND VACANCIES

(1) All Office bearers and Members of the Board shall serve for a term of two year unless re-elected or for such additional period until their successors take office. The first Board nominated by the Chairman in consultation with the founder members shall serve for two years.

(2) In case a vacancy falls vacant three month prior to AGM the Board shall elect a member of the Council to be the Member of the Board for the remaining term of the Board. Such election shall not disqualify that member from his subsequent elections and shall not count towards his term in the Board provided it is less than one year.

4. DUTIES OF THE EXECUTIVE BOARD (BOARD)

(1) The Board shall set forth policies for the day-to-day operations of the Council reflecting the objectives of the Council expressed at General Meetings, and shall make all decisions on matters affecting the Council when the General Meeting is not sitting, subject to any other provisions contained in this Constitution with the consent of the Chairman.

(2) The President, the Executive Vice President, Vice President Finance, and Vice President Legal after due authorization by the Chairman shall open bank accounts in the name of the Council and shall be signatories to all financial transactions. Any two (2) of the four (4) above office bearers shall operate all banking transactions.

(3) The Board may appoint sub-committees and invite any member of the Council to assist the Board or serve on a sub-committee to achieve the objectives of the Council.

(4) The Board may engage staff and obtain office and other facilities as may be considered necessary, the costs of which shall be paid from the Council’s accounts.

(5) The Boardmay establish its own rules for the conduct of its business and may vary such rules as and when necessary to do so, subject to the laws and regulations existing in the UAE and approval of the Chairman.

(6) The Board may nominate non Council members for the sub-committees as it may deem necessary for better service / representation during any events / programmes.

(7) In case the running of the Council is considered not satisfactory by at least two third (2/3) of the members of the Board they can request the President in writing to intervene special meeting of the Board to hold re-election for the position who is considered not effectively working, appointment of a new President and other executives of the Councilor dissolve the Board and seek new nominations.

(8) The Board will approve formation of various chapters in Abu Dhabi provided that each chapter serves the objective of the Council. The Board may establish rules for the required number of chapters, required minimum number of each chapter, required office bearers of a Chapter, and conduct of chapter’s business.

5. MEETINGS OF THE EXECUTIVE BOARD (BOARD)

(1) The Board shall meet, preferably once every two months. It shall also hold its meetings as and when considered appropriate by the Chairman or President to attain the objectives of the Council.

(2) The quorum for all meetings of the Board shall be simple majority and all decisions shall be taken by simple majority vote of those present unless otherwise mentioned in this constitution... The Chairman of the Board or the Presiding Officer shall have a casting vote.

(3) Attendance by the Board members in the Board’s meeting will be considered valid with members present or by telephone or other communications facilities.

ARTICLE - 8 NOMINATING COMMITTEE AND NOMINATIONS

1. NOMINATING COMMITTEE AND NOMINATIONS

(1) There shall be a Nominating Committee consisting of five members.

(2) The Nominating Committee shall be appointed by the Board and shall be announced at least two months before the Annual General Meeting.

(3) The Nominating Committee shall nominate at least seven qualified candidates for the Board and shall announce its nominations at least one month before the Annual General Meeting.

(4) Following such announcement by the Nominating Committee, any two members may nominate one or more qualified and consenting candidates for any office by written notice to the Nominating Committee. Such written notice must be received by the Nominating Committee at least ten working days before the Annual General Meeting.

(5) The Nomination Committee may decline a nomination if the nominated candidate does not qualify for the Board membership and inform the Boardand the Chairman.

(6) Members of the Nominating Committee shall not be candidates. However this limitation shall not apply to the first Nominating Committee, whose duties shall terminate after the Second Annual General Meeting.

(7) For the nomination and election of Board at the first Annual General Meeting, the Board may waive any of the requirements in this Section and substitute alternative procedures in lieu thereof.

ARTICLE - 9 AUDIT

AUDIT

(1) The financial year of the Council shall run from 1st January to 31st December each year except that the first financial year shall run from the date of formation of the Council until 31st December of that year

(2) The Council shall have an Honorary Auditor who shall be appointed at the AGM except for the first Honorary Auditor who shall be appointed by the founding members.

(3) The Board will arrange for the accounts of the Council to be audited at the end of each financial year and for a report from the Honorary Auditor to be presented to members at the AGM for approval.

ARTICLE - 10 FORMATION OF THE COUNCIL

FORMATION OF THE COUNCIL

(1) The Council shall be formed by the unanimous adoption of the Constitution by the Founding Members.

(2) Upon the adoption of the Constitution, the Chairman in consultation with the founding members shall nominate Board of the Council who shall serve for a period ending 31 December 2006.

(3) The first Board shall take all actions and secure all such approvals and clearances from the Governmental authorities of the UAE as may be necessary for the establishment of an office of the Council.

ARTICLE - 11 AMENDMENT OF THE CONSTITUTION

AMENDMENT OF THE CONSTITUTION

(1) No amendment(s) to this Constitution shall be made unless it is approved by two thirds majority of the members voting at a General Meeting for which the quorum shall be 50% of regular (paid) member’s.

(2) The proposed amendment(s) will be examined by the Board and approved by the chairman before circulation.

(3) The precise text of the amendments shall be distributed to all Members at least thirty calendar days before the votes.

ARTICLE - 12 FORMATION OF THE COUNCIL – TRANSITIONAL PROVISIONS

FORMATION OF THE COUNCIL – TRANSITIONAL PROVISIONS

(1) The Founder Members of the Council will comprise the persons who have subscribed their names below as founder members.

The Founder members will be responsible for registering the Council with the competent authorities in the UAE and shall for this purpose delegate to one of the founding members of the Council power to prepare and sign all application forms and other documents necessary to establish and register the Council.

(2) Notwithstanding any of the other provisions of the Constitution, the first Board members of the Council will comprise those persons mentioned below. Their appointments will continue until the end of the second Council Meeting to take place in the year 2007 provided they remain members of the Council and do not otherwise cease to be members of the Board.

(3) The Founding Members of the Council are:

1. Dr. Syed Qaiser Anis
2. Dr.HadiShahid
3. Mr. Bashir Ahmed Tahir
4. Mr.Aijaz A. Siddique
5. Mr.SaadatSadiqCheema
6. Mr. Syed Abrar Ali Khan
7. Mr.MaroofAfzal (Ex – Officio)
8. Mr.Zafar Iqbal Chaudry