OF

Pakistan Business Council, Dubai

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CLAUSE I

NAME & OFFICE

The organization shall be known as the Pakistan Business Council of Dubai and is hereinafter referred to as "The Council". Its office shall be located in the city of Dubai.

CLAUSE II

OBJECTIVES

CLAUSE III

MEMBERSHIP

SECTION A. Categories of Membership

1. Dubai based Pakistani Corporate Business Membership [Category A]

Membership in this category shall be open to Pakistani businesses registered in Dubai, either independently or in affiliation with a U.A.E. national or with a U.A.E. corporate body.

2. Dubai based Pakistani Individual Membership [Category B]

Membership in this category shall be open to all Pakistani nationals who are working in Dubai, execpt individuals who would qualify as the representative of Dubai based Pakistani Corporate Member.

3. U.A.E. Business Membership [Category C]

Membership in this category shall be open to all businesses and companies with a presence in Dubai and/or in other Emirates and which carry on, as a mojor business, an agency, distributorship, franchise or other representation for a Pakistani business, or a joint venture or management contract with a Pakistani business, or a business which is managed or operated substantially by Pakistani professionals.

4. Non-Resident Membership [Category D]

Membership in this category shall be open to companies and individuals who do not have a presence in Dubai or in other Emirates, but have a significant business interest in Dubai and/or in other Emirates.

5. U.A.E. National Membership [Category E]

Membership in this category shall be open to individual United Arab Emirates nationals having an interest in the U.A.E./Pakistan commercial relations who are recommended by a Business Member or an Individual Member.

6. Executive Membership [Category F]

Membership in this category shall be open to executives of Dubai based Pakistani businesses or companies, U.A.E. Business Members and Non-Resident Members, other than resident chief executive officers, who are nominated by their respective member company employers.

7. Ex-Officio Membership [Category G]

Membership in this category shall be offered to the U.A.E. and Pakistani Government and Chamber of Commerce officials occupying such positions as are designated by the Board of Directors and specified in the By-Laws.

8. Honorary Membership [Category H]

Membership in this category shall be limited to select distinguished persons who are invited by the Board of Directors to be honorary members and have the unanimous consent of the Board.

SECTION B. Determination of Membership

1. The acceptability of any application of membership, or for change in classification of membership, shall be determined by the Board of Dirctors. The By-Laws may establish guidelines for determining standards of membership so long as such guidelines are not inconsistent with this clause. 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 Clause, the Board of Directors may authorize any then current member to retain its then current classification for the current and subsequent terms of membership.
2. Applications for membership shall contain the name, address, and business activity and/or occupation of the applicant, and such other information as may be requested by the Board of Directors.
3. Membership shall be for one year, subject to renewal, expect that the Board of Directors may provide for a partial year membership for new members with all the rights and benefits of full year membership.
4. The Board of Directors shall determine and specify in the By-Laws the membership fees applicable to each category of membership, and may establish one or more subcategories of membership and fees within each category.

SECTION C. Right to Vote

1. Only Category A members shall have the right to vote. Each Category A members is entitled to ONE VOTE. Other categories of members shall not be entitled to vote.
2. Each Dubai based Pakistani Corporate Member [Category A] shall nominate its chief executive officer residing in Dubai and/or in other Emirates to be its representative in the Council. Members of other categories may nominate a representative of their choice.

SECTION D. Privilege to Hold Office

Any voting member or his representative as stated in Section C sub clause 2 may hold elective office in the Council.

CLAUSE IV

MEETING OF THE COUNCIL

SECTION A. Annual General Meeting

1. 1. An Annual General Meeting shall be held in the month of March every year. Written notice of such meetings shall be given to the membership at least one month before each Annual General Meeting. The first annual meeting shall be held within 90 days from the date this constitution and by-laws are adopted with the consent of Dubai Chamber of Commerce.
2. The following business shall be conducted at the Annual General Meeting:
   a. Report of the Board of Directors;
   b. Report of the previous year's accounts;
   c. Other matters which are properly placed on the agenda.

SECTION B. General Meetings

1. There shall be at least four General Meeetings each year. No more than 4 months shall pass without a General Meeting.
2. Notice of all General Meetings must be given to the membership at least two weeks before each meeting.
3. Any member who wishes to place an item on the agenda of a General Meeting may do so provided he or she gives notice in writing to the President at least one week before the meeting.

SECTION C. Quorum and Voting

1. The quorum for the Annual General Meeting and all General Meetings shall be sixty percent [60%] of the voting membership of the Council. A quorum shall be required al all times during meetings if official actions are taken.
2. In the event of there being no quorum present at any Annual General Meeting or General Meeting, the meeting shall be adjourned to the following month at a place, date and time to be appointed. Notice of such meeting and a copy of the agenda shall be sent to all members at least two weeks before the rescheduled meeting.
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 additions to any proposed resolution appearing on the agenda of the adjourned Annual General Meeting or General Meeting or to make amendments to the constitution or by-laws or to appoint and/or terminate any officer or director or to terminate membership of any members.
4. Voting shall be by simple majority of all votes cast unless otherwise specifically stated in this Constitution.

CLAUSE V

OFFICERS

SECTION A. Designation of Officers

The officers of the Council and their nationalities and membership categories shall be the following:

1. President: A Pakistan national and Category A member or his nominated executive in accordance with sub clause 2 of Section C of Clause III
2. Executive Vice President: A Pakistan national and Category A member or his nominated executive in accordance with sub clause 2 of Section C of Clause III
3. Vice President, Membership: A Pakistan national and Category A member or his nominated executive in accordance with sub clause 2 of Section C of Clause III
4. Vice President, Program: A Pakistan national and Category A member or his nominated executive in accordance with sub clause 2 of Section C of Clause III
5. Vice President, Legal Affairs & Secretary: A Pakistan national and Category A member or his nominated executive in accordance with sub clause 2 of Section C of Clause III
6. Vice President, Financial Affairs & Treasurer: A Pakistan national and Category A member or his nominated executive in accordance with sub clause 2 of Section C of Clause III

SECTION B. Duties of Officers

1. 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 the Board of Directors and shall be responsible for implementing the decisions of the Board of Directors.
2. The Executive Vice President shall perform the duties and responsibilities assigned by the President or the Board of Directors, and shall preside over meetings in the absence of the President.
3. The Vice President, Membership shall be responsible for membership development and membership services, and shall perform other duties and responsibilities assigned by the President or the Board of Directors.
4. The Vice President, Programs shall be responsible for the programs of meetings and events of the Council and shall perform other duties and responsibilities assigned by the President or the Board or Directors.
5. The Vice President, Legal Affairs and Secretary shall be responsible for all documents and records of the Council and all relationships with legal counsel or legal consultants, and shall perform other duties and responsibilities assigned by the President or the Board or Directors.
6. The Vice President, Financial Affairs and Treasurer shall be responsible for all financial receipts, disbursements, accounts, financial records and reports, and shall perform other duties and responsibilities assigned by the President or the Board or Directors.

SECTION C. Designation of Board of Directors

1. The Board of Directors shall consist of seven members elected by Category [A] members. Elections of the Board of Directors shall take place once every three years. First elections of the Board of Directors will take place under the supervision of Dubai Chamber of Commerce and Industry [DCCI].
2. The Board of Directors will elect among themselves a President and will appoint 5 other officers as stated in Section A of Clause V who may not necessarily be the members of the Board of Directors. These officers shall be elected for a period of three years.

SECTION D. Nominations

1. Nomination papers for the Board of Directors shall be signed by 2 members of Category A.
2. The candidate will not sign his own nomination papers.

SECTION E. Term and vacancies

1. All officers and members of the Board of Directors shall serve for terms of three years, or until their successors take office.
2. Vacancies in any offices or elevtive positions on the Board of Directors shall be filled by the Board of Directors. The Board shall determine when a vacancy exists and shall fill every vacancy within four months.

CLAUSE VI

BOARD OF DIRECTORS

SECTION A. Duties

SECTION B. Meetings

1. The Board of Directors shall meet at least once before each General Meeting.
2. The quorum for all meetings of the Board of Directors shall be a simple majority and all ections shall be taken by a simple majority vote of those present, unless otherwise provided in th By-Laws of the Council.
3. The Board of Directors shall establish rules of procedure which shall be stated in the By-Laws of the Council.

SECTION C. Remuneration

CLAUSE VII

AUDIT

CLAUSE VIII

FORMATION OF THE COUNCIL

1. The Council shall be formed by the ratification of the Constitution by Dubai Chamber of Commerce.
2. Upon the adoption of the Constitution, the Category A members shall elect the first Board of Directors of the Council, who shall serve until the next elections are held in accordance with the provisions of this Constitution.
3. The first Board of Directors shall elect President and appoint 1st officers as stated in section A of clause V.4. The first Board of Directors shall take all actions and secure all approvals and clearances from the Government authorities of the Emirate of Dubai necessary for the establishment of an office of the Council.

CLAUSE IX

AMENDMENT OF THE CONSTITUTION

CLAUSE X

BY-LAWS

CLAUSE XI

DISSOLUTION

SECTION A. Means of Dissolution

The Council shall not dissolved, except with the written consent of not less than 75% of the voting members.

SECTION B. After Dissolution

1. In the event of the Council being dissolved, all debts and liabilities legally incurred on behalf of the Council shall be fully discharged, and the remaining assets shall be donated to any Pakistani charitable organizations as the voting members shall have decided.
2. Notice of dissolution shall be given to the members by the most efficient means available.

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The following amendments are made in the Constitution:

Clause III. Membership. Section C. Right to Vote:
Only category 'A' members shall have the right to vote who have had paid membership fees of Pakistan Business Council, Dubai for two years or shall pay advance membership fee for two years.

Clause V, Section E. Terms and Vacancies:

1. The term of appointment of Board of Directors and Office Bearers shall be two years instead of three years. This will give a chance to more people to participate in the activities of the council.
   
2. Office bearers shall not hold the same office for more than one term continuously.
   

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BY - LAWS

OF

Pakistan Business Council, Dubai

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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 Pakistan Business Council 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 Pakistan Business Council in the second half of the calendar year shall pay half of the amount of the annual membership dues for their respective category.

2. Membership Applications

a. Every applicant for membership shall apply by appropriate application form approved by the Board of Directors.

b. Every membership application shall state the category in which the applicant is seeking membership and the basis for qualification in that category.

c. Every membership application shall be subject to approval and acceptance by the Board of Directors, except for the applications received for the election of the 1st officers of Pakistan Business Council, which shall be approved by the Committee appointed by Dubai Chamber of Commerce.

3. Determination of Membership

(a) For the purpose of determining Category A membership, following conditions must be met:

The business must be registered in the Emirate of Dubai.