ARTICLES OF ASSOCIATION for the Establishment of “Dubai Construction Industry Business Group”
In Dubai, United Arab Emirates
ARTICLE 1 - ARTICLES OF ASSOCIATION
1.1 These Articles of Association are written to regulate the affairs of the Dubai Construction Industry Business Group (hereinafter referred to as "DCI").
1.2 These Articles of Association specify the operational activities of the non-profit Business Group called DCI, the conditions of membership, membership fees as well as other relevant information.
1.3 For the purpose of these Articles of Association, the offices DCI shall be in Dubai, United Arab Emirates.
ARTICLE 2 - DEFINITIONS
2.1 In these Article of Association, the following words shall have the meanings shown opposite each of them unless the context requires otherwise:
|The DCI Business Group||The DCI Business Group consists of the companies, establishments and individuals practicing a specific construction related economic activity, or a set of harmonious business activities or having common interest in certain activities.|
|The Articles of Association||The DCI Business Group Articles of Association approved by the Dubai Cham ber of Commerce and Industry|
|The Administrative Committee||The Administrative Committee elected by the General Assem bly of the DCI Business Group to represent it in terms of Article 10 hereof.|
|Chairman||The Chairman of the Administrative Committee.|
|Dubai Chamber||The Dubai Chamber of Commerce & Industry|
|The General Assembly||The total members of DCI|
|Membership||The membership of the DCI Business Group|
|Members||Those persons, firms, companies and organisations admitted to membership of the Group pursuant to these Articles of Association.|
|Annual Subscriptions Fee||Means an annual membership fee specified by the Administrative Committee the DCI in terms of Article 9 hereof.|
|The Annual General Meeting||Meeting of the general membership of the DCI.|
|Extraordinary General Meeting||General Meeting other than the Annual General Meeting.|
|The Advisory Committee||The Committee consisting of the Chairmen of the representative Committees of the Business Groups.|
|"Business Day"||means any other day other than a Friday, Saturday or declared a public holiday in Dubai and the United Arab Emirates.|
|Month||The calendar month.|
ARTICLE 3 - FOUNDATION
3.1 There shall be established in Dubai, a non-profit organization, namely the Dubai
Construction Industry Business Group (hereinafter referred to as "DCI”). The DCI shall be
comprised of the companies, establishments and individuals practicing a specific
construction related economic activity, or a set of harmonious business activities or
having common interest in certain activities. DCI will endeavor to:
• Promote, protect and advance the interests of the DCI and the construction industry.
• Promote the public perception of the DCI Business Group and advance the interests of the construction industry.
DCI shall carry out its functions under the umbrella of the Dubai Cham ber.
ARTICLE 4 - OBJECTIVES
4.1 DCI will aim:
• To create a better understanding of the relative functions, problems and contributions of members involved in each discipline.
• To promote positive communication between the construction professionals as a whole, as well as between Members within their respective disciplines.
• To endeavor to engender a spirit of co-operation amongst the Members of DCI.
• To create a networking opportunity for senior members of the development, consultant and construction bodies of our industry.
• To present an integrated common front in the environmental, functional, aesthetic, technical and socio-economic aspects of design and construction.
4.2 DCI will achieve it's objectives by:
• Organizing regular Meetings of the Members of DCI.
• Arranging visits to places of interest.
• Organizing social fixtures and functions.
• Liaising and working together with the Dubai Chamber and other Business Groups.
ARTICLE 5 — REGISTERED OFFICE
5.1 DCI shall have the premises of one of its Committee Members as its registered office in
the Emirate of Dubai.
ARTICLE 6 - DCI BUSINESS GROUP MEMBERSHIP CATEGORIES
6.1 ORDINARY MEMBER shall mean any person, approved by the Administrative
Committee, employed in one of the relevant disciplines referred to hereunder, and shall
be a senior executive of a com pany operating in the UAE.
• ARCHITECT (including Interior Designer)
• LANDSCAPE ARCHITECT
• PROJECT MANAGER
• PROPERTY DEVELOPER
• LAND SURVEYOR
• QUANTITY SURVEYOR
• SPECIALIST CONSULTANT (from other industries related to the Built Environment fields).
6.2 HONORARY MEMBER shall mean a person elected to DCI whom the Administrative Committee considers worthy of Membership of DCI.
6.3 RETIRED MEMBER shall mean a person who has been a Member of DCI for a minimum of five (5) years, who is over sixty (60) years of age, who is domiciled out-of-town and whom the Administrative Committee considers appropriate for this category of Membership.
6.4 CORPORATE MEMBER shall mean the approved number of members as defined in the Articles of Association of a company, approved by the Administrative Committee, undertaking work in one of the relevant disciplines referred to in Clauses 6.1 above.
ARTICLE 7 - MEMBER ENTITLEMENTS
7.1 ORDINARY AND CORPORATE MEMBERS.
7.1.1 Ordinary and Corporate Members (with fully paid up Membership Subscriptions Fee) shall be entitled:
• To receive all notices of fixtures, general circulars, balance sheets, agendas and minutes of the Annual General Meeting, newsletters and any other such documents as may be issued to Members.
• Be provided with access to all sections of the website, including membership lists, past presentations, etc.
• To take part in any discussion on any matter at any General Meeting of Members.
• To propose and to vote on any resolution at any General Meeting of Members, to nominate and to vote for candidates for election to the Administration Committee, to offer themselves for co-option to the Administration Committee and to hold any office in DCI.
7.2 HONORARY AND RETIRED MEMBERS.
7.2.1 Honorary and Retired Members shall be entitled to all privileges except voting, and shall not be liable for Annual Subscriptions Fee nor for any monies to attend normal monthly meetings or events.
ARTICLE 8- ROLL OF MEMBERS
8.1 DCI shall maintain an annual Roll of Members in which the names of all Ordinary and
Corporate Members, Honorary Members and Retired Members shall be entered. Each
Member will be listed only once under a chosen predominant profession or category.
8.2 Upon any person ceasing to be a Member of any class of Membership for any reason whatsoever, this person's name shall be deleted from the Roll of Members.
ARTICLE 9 - MEMBERSHIP FEES
9.1 The Administrative committee shall from time to time set and adjust annual subscriptions for various categories of Membership as may be appropriate. Such shall be approved each year by the Members at the Annual General Meeting.
9.2 When the Administrative Committee receives an enquiry for Membership to DCI a Membership Application Form and email from DCI shall be sent to that person.
9.3 On acceptance by the Administrative Committee of the Membership Application to any class of Membership, and advisement to the applicant, the proportion of the prescribed annual subscription, referred to in Clause 9.1 hereof, owing at the time of admission to the Membership should be immediately forwarded to the Administrative Committee of DCI .
9.4 In the event of any Member, in any category, not paying the Annual Subscription Fee within three (3) months after the same has become due, the Administrative Committee shall notify such person accordingly. At the expiration of one (1) month from the date of such notification the Administrative Committee may, if the subscription be still unpaid, remove such person’s name from the Roll of Members and in such case, the Administrative Committee shall notify such Member in writing.
ARTICLE 10 - DURATION AND TERMINATION OF MEMBERSHIP
10.1 Membership shall terminate if:
10.1.1 Any Member submits a resignation in writing to the General Secretary.
10.1.2 Any Member fails to pay annual subscriptions in accordance with Article 9 hereof.
10.1.3 The Administrative Committee is called to consider the Members conduct, and resolves by a two-thirds majority that the Membership be terminated.
10.2 No refund of any subscription or part thereof shall be made to a person ceasing to be a Member, and such person shall in any event remain liable to DCI for any subscriptions or other debts or obligations due by such Member.
10.3 Any decision given by the Administrative Committee made in terms of Clause 11.1.3 hereof shall be final and binding on the Member and shall not be subject to appeal.
ARTICLE 11 - ADMINISTRATIVE COMMITTEE
11.1 The business and affairs of DCI shall be managed and controlled by the Administrative Committee.
11.2 The Administrative Committee shall consist of a maximum of Nine (9) Members elected at an Annual General Meeting of which at least three shall consist of representatives of the Contractor category shown in Clause 6.1 above. The Administrative Committee is elected for a tenure of two (2) years (hereinafter referred to as the “term”).
11.3 In accordance with Clause 11.7 below, the Administration Committee shall elect or nominate it's office bearers. If the Chairman of the Administrative Committee is not a Contractor, then the Senior Contractor on the Administration Committee will be nominated to attend the Advisory Committee meetings. Chairman of the Administrative committee must be elected from corporate Members in construction field.
11.4 A member of the Administrative Committee is eligible to be elected for maximum of two consecutive terms. A member of the Administrative committee, upon completing two consecutive terms, must stand down for one full term before being eligible to again contest elections of the Administrative Committee.
11.5 A Member of the Administrative Committee shall cease to be a Member of the Administrative Committee if such a Member:
11.5.1 Tenders his/her resignation in writing.
11.5.2 Ceases to be a Member of DCI.
11.5.3 Fails to attend three (3) consecutive meetings of the Administrative Committee without good cause.
11.5.4 Becomes deceased.
11.5.5 Becomes incapacitated or becomes disabled in a way that does not allow him to fvlfill his duties as a member.
11.5.6 Is convicted of any crime involving his honesty and integrity.
11.5.7 Declares his bankruptcy or ceased to pay his debts, even if it is not accompanied by declaring his bankruptcy.
11.5.8 Ceases legal status of the Group.
11.5.9 Enters into dissolution of the legal entity of the Member.
11.5.10 Experiences nonpayment of fees.
11.5.11 Does not abide by his obligations, general principles of good faith, code of conduct, confidentiality and non-conflict of interest.
11.5.12 Is expelled in accordance with decision of the members in the General Meeting.
11.6 The Administrative Committee may co-opt from among the Members a Member to fill any vacancy that may occur on the Administrative Committee between one Annual General Meeting and the next. The term of office of such co-opted Member shall equal the unexpired term of the Member whose vacated seat such Member is co-opted to fill. In addition, the Administrative Committee may at its discretion co-opt additional Members to serve for a period as dictated on co-option, that period terminating as dictated, or at the next Annual General Meeting.
11.7 The Administrative Committee shall at its first inaugural Meeting after the Annual General Meeting, elect from among its elected Members a Chairman, a Vice-Chairman, a General Secretary, a Treasurer, and any other office bearer deemed necessary, all of whom shall hold office until their successors are appointed.
11.8 The office of the General Secretary may be a paid one and his/her remuneration decided upon, as the Administrative Committee may from time to time determine.
11.9 The Administrative Committee shall meet monthly or bi-monthly. Not less than seven (7) Business Days email notice shall be given to Members of the Administrative Committee of such Meetings.
11.10 The quorum at Meetings of the Administrative Committee shall be the nearest whole num ber above fifty percent of the number of its elected Members. In the event that a quorum of Members is not personally present when any Meeting of the Administrative Committee is due to commence, the Meeting shall adjourn for ten (10) minutes and the Members present at such adjourned Meeting shall constitute a quorum.
11.11 At Administrative Committee Meetings the Chairman of DCI shall take the chair and in his/her absence, the Vice-Chairman. In the absence of the Chairman and Vice-Chairman, the Administrative Committee shall elect a Chairman to conduct the Meeting.
11.12 In the event of any matter dealt with by the Administrative Committee being put to vote and the voting being equal, the Chairman shall be entitled to a second or casting vote.
11.13 Special or Emergency Meetings of the Administrative Committee shall be convened by the direction of the Chairman or his/her deputy or on the requisition of any Member of the Administrative Committee. Such requisition shall clearly specify the object or objects for which the Meeting is to be convened.
11.14 Correct Minutes of the proceedings of Administrative Committee Meetings will be kept by the Chairman or General Secretary.
ARTICLE 12 - GENERAL MEETINGS
12.1 The Administrative Committee shall convene an Annual General Meeting of Members not later than the last Business Day of January in each year, at such place as it may from time to time determine, and shall give all Members at least three (3) weeks email notice of such Meetings. Such notice shall invite Members to submit nominations for election to the Administrative Committee at the Annual General Meeting.
12.2 The quorum at Annual General Meetings shall be fifty (50%) percent of voting Members,. In the event that a quorum of Members is not personally present when any Annual General Meeting is due to commence, the Meeting shall adjourn for 30 minutes and the Members present at such adjourned Meeting shall constitute a quorum.
12.3 The ordinary business at any Annual General Meeting shall include the following:
12.3.1 To receive and consider the report of the Administrative Committee, as presented in the annual report of the Chairman. Such report must include a list of activities of DCI for the previous year.
12.3.2 To receive and consider the financial accounts of DCI for the previous year ending on 31st December of each year.
12.3.3 To elect Members to the Administrative Committee.
12.3.4 To consider any formal motion proposed and seconded by a Member, provided that at least four (4) weeks written notice has been received by the General Secretary of DCI.
12.3.5 Any other business.
12.4 At Annual General Meetings the Chairman of DCI shall take the chair and in his/her absence, the Vice-Chairman. In the absence of the Chairman and Vice-Chairman, the Meeting shall elect a Chairman to conduct the Meeting.
12.5 No person shall be allowed to vote at the Annual General Meeting of DCI unless the Annual Subscriptions Fee have been fully paid. The Chairman shall be empowered to arrange the procedure and method of voting for any Meeting of DCI In the case of an equality of voting, the Chairman of the Meeting shall be entitled to a second or casting vote, save and except when voting is conducted by ballot.
12.6 Extraordinary General Meeting shall be convened by the Administrative Committee at any time if required to do so ir writing by a minimum of fifteen (15) paid up Members. Members shall be given at least three (3) weeks email notice of such Extraordinary I General Meeting which if constituted in accordance with the requirements of Clause 13.2 hereof shall consider, discuss and vote on any matter which would normally be raised at an Annual General Meeting.
12.6 The quorum at Extraordinary General Meetings shall be fifty one (51%) percent of voting Members In the event that a quorum of Members is not personally present when any Extraordinary General Meeting is due to commence, the Meeting shall adjourn for two weeks with the same quorum.
12.7 The minutes of the proceedings of all meetings shall be kept in a suitable file by the General Secretary which shall be open for inspection by lvlembers of DCI at aJJ convenient times.
ARTICLE 13 - FINANCE
13.1 The Annual Subscriptions Fee will be approved at the Annual General Meeting.
13.2 All funds shall be deposited in DCI banking account and all of the funds shall be administered by the Administrative Committee on behalf of DCI.
13.3 Unless otherwise determined by the Administrative Committee, all cheques drawn on behalf of DCI shall be signed by any two (2) of the following: Chairman, Treasurer, and two other nominated Administrative Committee Members.
13.4 The Administrative Committee shall keep proper account of all monies received and expended and of all assets and liabilities of DCI and a statement of such accounts, drawn up to the last day of the month of October of each year shall be submitted to Members at the ensuing Annual General Meeting or at any other time when called upon to do so by the Administrative Committee.
13.5 The financial year of the Association shall be from 1st January to 31st December of each year.
ARTICLE 15 - DISSOLUTION OF AL MOLTAKA AND DISPOSAL OF ITS ASSETS
15.1 DCI CG may be dissolved by a resolution of the Administrative Committee, submitted to the Members of DCI for decision by vote, provided DCI may not be dissolved unless two- thirds of the Members by ballot were in favour of dissolution.
15.2 The terms of any such resolution shall provide for the manner in which any surplus assets of DCI, at the time of dissolution after satisfaction of the debts and liabilities of Al Moltaka, shall be dealt with by the Administrative committee.
ARTICLE 16 - DUBAI CHAMBER OF COMMERCE
16.1 The Dubai Chamber has approved DCI as an official Business Group and has provided DCI with a permit to operate.
ARTICLE 17 - RESPECT OF LAWS AND REGULATIONS
17.1 DCI shall not engage in or participate in any political activity.
17.2 DCI is construed and bound by the governing laws and regulations of the Emirate of Dubai and the United Arab Emirates.
ARTICLE 18 - AMENDMENTS TO THE ARTICLES OF ASSOCIATION
18.1 Any proposal to amend these Articles of Association shall be submitted either to an Annual General Meeting of Members or to a Special Meeting of Members convened for this purpose. The quorum and period of notice of such Extraordinary Meeting shall be as herein laid down for an Extraordinary General Meeting.
18.2 No proposal to amend these Articles of Association shall be put to any General Meeting of Members unless notice of the resolution has been set out in the notice convening the Meeting.
18.3 No proposal to amend these Articles of Association shall be effective unless it receives the votes of two-thirds of the Members present at such General Meeting.
ARTICLE 19 - ARTICLES OF ASSOCIATION REGISTRATION
19.1 The present Articles of Association shall be deposited, in English only, at the Dubai Chamber.
19.2 These Articles of Association are composed of 19 Articles and have been discussed and approved in Dubai on December 2018.