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.

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.

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.

The “I. B. C. D.” income is generated by:

• Membership Fees
• Public and Private
• Residual Assets
• Various Revenues for General and Professional Services
• Donations ( with the approval of the Chamber if donated by no members
• Sponsorships
• 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.

The “I.B.C.D.” is managed by an AB composed of:

A. “EXECUTIVE BOARD” formed by a minimum of Three (3) Directors (up to a maximum of Nine (9) 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.

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 is a senior committee member responsible for chairing all committee meetings and driving the committee to deliver the goals and objectives of the IBCD. 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. Being an Italian national, in case the Presidency be vacant, Vice-President General Secretary shall act as the President. 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.