CHAPTER 1

General Provisions

Article 1

There has been established in the State of Bahrain in accordance with the Law of Social and Cultural Societies and Clubs, Associations carrying on Youth and Sports Activities and Private Organisations promulgated by Legislative Decree No. 21 of 1989, a Society to be called THE BAHRAIN BRITISH BUSINESS FORUM.

Article 2

The Society shall be registered with the Ministry of Labour and Social Affairs according to the provisions of Ministerial Order No. 2 of 1990 with respect to organising a register for the registration of social and cultural societies and clubs subject to the supervision of the Ministry of Labour and Social Affairs.  The Society’s juristic entity shall be established from the date of publishing its registration in the official Gazette.

Article 3

The Society’s headquarters and legal domicile shall be situated in the State of Bahrain.

Article 4

The Society shall be legally represented by its Executive Board Chairman or the person acting on his behalf appointed by a resolution of the Executive Board.

Article 5

The Society shall not engage in politics nor shall it involve itself in speculative activities involving funds.  The Society shall observe the public order and morals, and undertake in all its activities to safeguard the well-being of the State, form of government or its social system.

Article 6

The name of the Society, the address of its headquarters, registration number, scope of its activities and logo, if any, shall appear in all its books, records and publications.

Article 7

No society shall be affiliated to, participate in or join a society, association, club or union based outside Bahrain without obtaining the prior permission of the Ministry of Labour and Social Affairs to this effect.

CHAPTER TWO

Objectives, Ways of Implementation and Scope of Activities

Article 8

The Society aims to promote the following objectives:

(a)    to promote Bahrain as a place to do business both in Britain and to the British business community in Bahrain;

(b)   to complement and improve relations between the local British and Bahraini business communities;

(c)    to demonstrate to the local business community the interest and commitment of British businesses in Bahrain;

(d)   to act as a forum for the exchange of information related to local business opportunities;

(e)    to represent the interests of British business in the State of Bahrain as and when appropriate.

(f)    to promote bilateral trade relations between Bahrain and the United Kingdom specifically to facilitate and strengthen relationships with non-British business people who represent British business interests in Bahrain.

Article 9

The Society aims to promote its objectives by the following methods:

(a)    arranging regular meetings for members and their guests in Bahrain and on appropriate occasions arrange for such meetings to be addressed by relevant speakers;

(b)   acting in concert with the British Embassy in Bahrain to provide contacts and support to British delegations, representatives of businesses and officials visiting Bahrain or involved in the establishment of a base in Bahrain;

(c)    liaising with and providing information to groups or businesses in Britain with an interest in the development of Middle East/U.K. trade.

CHAPTER THREE

Membership

Article 10

The corporation or person who is accepted as a member of the Society shall fulfill the following conditions: There shall be two membership levels: (1) Individual (2) Corporate.

Individual Membership:

a)     He/She should not be less than eighteen years of age.

b)    He/she shall be reputed for his good conduct and behaviour and shall not have been convicted of any felony or crime affecting his honour or integrity unless he has been reinstated.

c)     He/She shall be directly or indirectly concerned in a professional capacity with or have contributed substantially to the development of British trade in goods or services in Bahrain or in the export of Bahraini manufactured goods and services to the United Kingdom.

d)    If not fulfilling condition (c) above, he/she shall represent British business interests and be invited to join the Society by its Executive Board.

Corporate Membership:

In addition to items (a) through (d) in the requirements for individual membership, a corporate membership must comply with the following:

(a)    Be a fully registered Bahrain company with a valid and current Commercial Registration Number under one of the categories laid down by the Ministry of Commerce.

(b)   Be a registered British Branch Office or Representative Office of a legally registered and established British Company with a valid current Bahraini Commercial Registration.

(c)    Employ more than five (5) persons as F.T.E.(Full Time Employees)

(A)  Membership Classification:

(A1)  Full Membership (Individual and Corporate)

Full membership shall be open to all business people who fulfill the conditions for membership.  A Full member shall be eligible to attend all of the activities of the Society and receive all the benefits of full membership of the Bahrain British Business Forum.  A Full member shall have voting rights on all matters requiring to be put to vote in accordance with the Forum’s Constitution.

(A2)  Corporate Membership

Corporate Membership shall be open to a maximum of ten (10) nominees (FTEs) from each company.  Corporate members shall be eligible to attend all of the British Business Forum activities and receive the full benefits of the British Business Forum including the right to vote on all such matters requiring to be put to a vote in accordance with the Forum’s Constitution.

Membership Year

The membership year shall be from 1st January to 31st December.

Article 11

Any Corporation or individual wishing to join the Society shall complete the application form for this purpose and submit it to the Board Secretary.

The Board Secretary shall refer the membership application to the Executive Board at its first meeting after the membership application has been submitted and the Executive Board shall decide within one month whether to accept or reject the application and inform the applicant according to Article 12.

Article 12

An applicant shall be given a notice in writing of the Executive Board’s decision within two weeks from the date of adopting this decision.

Applications which have been rejected by the Executive Board may not be reconsidered except after the lapse of at least three months from the date of adopting the decision.

Article 13

Any member wishing to resign from the Society shall tender his resignation to the Secretary indicating the reasons for his resignation.

The Secretary shall refer the resignation application to the Executive Board within a month after receiving it to discuss the reasons of the member’s withdrawal and the idea of dissuading him before the resignation is decided on.  If the resigning member rejects the Executive Board’s opinion dissuading him from resigning, the resignation shall be deemed to have been accepted.

The resigning member shall undertake to pay all the subscriptions due from him together with any other financial obligations due to the Society.

Article 14

The Executive Board may pass a resolution dismissing any member from the Society after hearing his statement in the following cases:

(a)   Violating the Society’s Constitution or internal regulations.

(b)   Violating the resolutions and recommendations of the General Assembly or the Executive Board

(c)   If he embezzles the Society’s funds or forges its seals, documents or correspondence.

(d)   If he defames or causes libel to the name of the Society, any of its members or its Executive Board. If he fails to pay his subscription fees within a reasonable period in spite of serving a notice upon him to make payment.

(e)   Passing of criminal judgement affecting his integrity, honour or morals unless he has been reinstated or after the prescribed sentence has elapsed.

The dismissal decision shall only be enforced with the approval of a two third majority of the Executive Board members and the member shall be given notice of the Executive Board Member’s decision of dismissal within two weeks from the date of adopting it.

Article 15

A member against whom a dismissal decision has been adopted may appeal against such decision before the General Assembly at its first ordinary or extraordinary meeting and the General Assembly’s decision shall be final.

The Executive Board Secretary shall notify the member in writing of the decision within two weeks from the date of adopting it.

Article 16

Membership shall be deemed forfeited in any of the following cases:

(a)   Death

(b)   Resignation from the Society

(c)   Forfeiture of any of the membership conditions set forth in Article 10 hereof.

(d)   Dismisssal

Article 17

A Society member shall comply with the following:

(a)     Declare his acceptance of and his compliance with its constitution, internal regulations and resolutions of the General Assembly and Executive Board.

(b)    Pay the membership and subscription fees according to the Society’s financial regulations.

(c)     Implement the objectives through participation in the Society’s programmes and activities.

Article 18

A Full and a Corporate Society member have the right to the following:

(a)   Attend the General Assembly’s meetings, discuss and vote over the agenda’s subjects.

(b)   Receive the Society’s membership card showing his name, profession, address, age, date of joining, membership number, central population register number and any other particulars.

(c)   Obtain a copy of the Constitution.

(d)   To benefit from the facilities provided by the Society for its members on the professional or social levels.

(e)   To obtain the Society’s circulars or publications.

(f)    To have access to the Society’s records, documents and correspondence at times sanctioned by the Executive Committee.  The examining shall be at the Society’s headquarters and in the presence of the person in charge.

CHAPTER FOUR

General Meeting

Article 19

The General Assembly shall be considered as the supreme authority of the Society, define the Society’s policy, see to its implementation and its resolution shall apply to all its bodies, Board and members.

Article 20

The General Assembly shall consist of all the active members who have paid their dues according to the Society’s Constitution and have been members for at least six months period except for the Society’s first meeting.

Article 21

The General Assembly shall convene its ordinary meeting once every year within three months from the expiry of the financial year.  The Executive Board will summon the General Assembly to convene at a time and place to be informed to the membership in accordance with Article 22.

The Executive Board shall indicate in the summons for such a meeting the date and place of convening the General Assembly meeting, the proposed agenda and shall notify the members at least two weeks before the date of the meeting and the General Assembly may discuss matters not on the agenda with the approval of the majority of the General Assembly members.

Article 22

The ordinary meeting of the General Assembly shall only be considered valid if the absolute majority of the qualified active members* are present.  If the quorum is not obtained, the meeting shall be postponed to a second meeting to be held after 8-15 days from the first meeting, provided that the number of those present is not less than one third ( 1/3 ) of the Society’s General Assembly members.

If the quorum is not obtained, the meeting shall be postponed to another meeting to be held after 3 – 7 days and shall be considered valid if 10% of the members are present.

If the quorum is obtained at the beginning of the meeting, the resolutions shall not be affected by the withdrawal of less than one half of the *Active members present.

*Active members are deemed to be a member who meets the membership and attendance criteria for membership, the “majority” of active members being calculated on the total attendance of members over the said year divided by the number of meetings.

Article 23

The General Assembly shall call an extraordinary meeting in the following cases:

(a)   At the written request of the Executive Board. At the written request of at least one third of the members of the General Assembly, who have the right to attend.

(b)   At the request of the Ministry of Labour and Social Affairs.

The summonses for the meeting shall indicate the purpose of the meeting and the subjects listed on the General Assembly’s Agenda.

Such meeting shall be validly convened if the procedures set forth in the Constitution for a General Assembly meeting as regards the time and place of convening it and the required quorum, are complied with.

Article 24

The Ministry of Labour and Social Affairs shall be notified of all the General Assembly meetings at least fifteen (15) days prior to each meeting, copy of the summons, agenda and documents attached to it.  The Ministry may commission whoever is appropriate to attend the meeting.

The Ministry shall be furnished with a copy of the Minutes of the General Assembly Meeting within fifteen (15) days from the date of such meeting.  The said Minutes shall contain the resolutions adopted at the meeting.

Article 25

The resolution of the General Meeting shall be passed by the majority of votes of members present.  However, for resolutions to be valid they shall be passed by a two third majority of votes of the General Assembly members with respect to dismissing a member, an amendment of the Society’s Constitution, deciding to dissolve the Society or removing the Executive Board members from office and with regard to the merger of the Society with another, its division or setting up branches thereof.

Article 26

A Full or Corporate Member of the General Assembly may give a written proxy to another member to attend the General Assembly and vote on his behalf.

A member may appoint no more than one member to act as his proxy.  The proxy shall include voting on all general business matters, but NOT for the election of or for the dismissal of one or all of the members of the Executive Board.

Article 27

A Society member may not take part in the discussions of the General Assembly Meeting nor shall cast his vote in respect of a matter referred thereto if he has a personal interest in the matter subject to the discussion of the resolution.

Article 28

The ordinary meeting of the General Assembly shall have the power to review the following:

(a)     Discussion and approval of the reports and proposals of the Executive Board and expressing views about them if necessary.

(b)    Reviewing and approval of the annual balance sheet.

(c)     Reviewing and approval of the final accounts.

(d)    Reviewing the reports of the Executive Board for the activities of the year just ended.

(e)     Appointment of an auditor and fixing his remuneration at the recommendation of the Executive Board according to the provisions of Article 47 of this Constitution.

(f)     Election of the members of the Executive Board.

(g)     Any other business which the Executive Board deems fit to be included in the agenda.

Article 29

The Extraordinary General Assembly shall have the power to review the following:

(a)   Amendment of the Society’s Constitution.

(b)   Merging the Society with another society carrying on the same objectives, division thereof or setting up branches therefore.

(c)   Dismissal of some or all the Executive Board members.

(d)   Voluntary dissolution of the Society.

(e)   Any other matters which are specified by the party calling for the convention of the Extraordinary General Assembly meeting.

CHAPTER FIVE

Executive Board

Article 30

The Executive Board is the highest executive authority in the Society.  It should execute the policy drawn up by the General Assembly and the resolutions and recommendations adopted by it for the realization of the legitimate objects of the Society.

The Executive Board shall run the affairs of the Society.  For this purpose, it shall be empowered to do any act other than these provided for in the Society’s Constitution that they shall only be done after securing the consent of the General Meeting.

The Executive Board shall carry out the following:

(a)    To draw up the framework for the Society’s overall policy.

(b)   To decide over the plans and programme for accomplishing of the Society’s aims.

(c)    To lay down the Society’s regulations in accordance with its Constitution.

(d)   To review the incoming committee reports and the Society members’ suggestions and to take proper action concerning them.

(e)    To prepare the Society’s annual balance sheet and the final account.

(f)    To prepare the Society’s annual activity report.

(g)    To form the necessary committees to implement the society’s aims and to encourage members to join the different Special Interest Groups.

(h)   To prepare and distribute circulars, booklets and the necessary studies for realizing the Society’s aims.

(i)     To determine or amend the annual subscription and joining fee.

Article 31

The Executive Board shall consist of 10 members, 9 of whom are to be elected by the General Assembly by secret ballot for the office to which they have been nominated for a renewable term or terms of 2 years, and 1 ex-officio Board Members who will be nominated by the British Embassy as Liaison to the Business Forum.  Each person standing for election shall be nominated and seconded by a Full or Corporate member and have indicated their willingness in writing to stand for election.

The Officers of the Executive Board are:

1.     Chairman

2.     Deputy Chairman

3.     Secretary General

4.     Treasurer

The newly elected Board shall appoint a Membership Chairman, Events and Programme Chairman, PR and Media Chairman, from amongst its members.

Article 32

The Executive Board member shall fulfill the following:

(a)   He shall enjoy his civil rights.

(b)   He should not be an Executive Board member of a society proven to be responsible for committing violations, which led to its dissolution before the lapse of five years from the date of the resolution for the dissolution thereof.

Article 33

It shall not be permitted to combine between the membership of this Society’s Executive Board and another Society carrying on similar activities except by a special permission from Ministry of Labour and Social Affairs.

It shall not be permitted to combine the membership of the Executive Board and working as a salaried employee in the Society.

Article 34

Members of the Executive Board shall carry out the following functions:

CHAIRMAN:

He shall represent the Society towards all third parties, chair the meetings of the Executive Board and the General Assembly, jointly sign the minutes with the Secretary, and shall jointly with the Treasurer sign the cheques, payment vouchers and financial documents, sign decisions for the dismissal of members, supervise all the Society’s activities and shall decide on urgent matters which may not be delayed, provided that these matters are referred to the Executive Board for approval at its next meeting.

DEPUTY CHAIRMAN:

He shall have all the Chairman’s powers during his absence, and the Executive Board has the right to delegate to him some permanent financial, administrative or technical powers.

SECRETARY:

He shall prepare the agendas for the meetings of the Executive Board and the General Assembly and shall sign the minutes jointly with the Chairman.  He shall supervise, keep and carry out the Society’s clerical duties, prepare correspondence, files, records, books, documents and contracts, circulate meeting notices to all members, liaise with the programme chairperson our values for meetings, distribute all general correspondence and newsletters to the membership and incidental mailing list

TREASURER:

He shall manage the Society’s funds, maintain financial records, revenues and expenditure, deposit the funds in a licensed bank, make payments as per vouchers jointly signed by him with the Chairman, take receipt of the subscription fees and register them in the records.  Keep the financial documents involving financial obligations for or against the Society, ensuring the reconciliation of revenues and expenditure according to the provisions of the financial regulations.  He shall prepare a monthly report of the Executive Board regarding the financial position on the basis of its revenues and expenditure and shall keep certain amount as petty cash according to the regulations of the Society.

Article 35

The Executive Board may form sub-committees from amongst its members or others, and shall specify the number of members for each sub-committee, its functions and specialization so as to refer the results of their studies and research work to the Executive Board where appropriate.

Article 36

The Executive Board shall regularly meet once every month and its meeting shall be considered valid if the majority of its members are present and the Secretary shall prepare the agendas for all the Executive Board meetings and present them to the Chairman to decide what he deems fit.  The Secretary shall serve the summonses upon the members at least one week before the meeting.

Questions arising at any meeting shall be decided by a majority of votes and in case of an equality of votes, the Chairman of the meeting shall have a second or casting vote.

All members (including ex-officio members) of the Executive Board shall have equality in voting rights, except as stated in the preceding paragraph with regard to the procedure in case of equality of votes.

Article 37

The Executive Board shall convene an extraordinary meeting at the summons of the Chairman or upon the request of at least one third of the Board members for deliberation over specific issues and such meeting may not discuss any other matter not included in the agenda.  The Ministry of Labour and Social Affairs may request the meeting of the Executive Board if this is deemed necessary.

Article 38

If a member of the Executive Board is absent from the Board’s meetings three times successively or six intermittent meetings without an acceptable excuse, such member shall be considered resigned from the Executive Board.

If an office on the Executive Board becomes vacant due to the death, resignation or removal of any member, the Chairman shall have the right to co-opt a new member. The term of office of the new member shall complete that of his predecessor to the end of the term.

Article 39

The Executive Board shall be dissolved if three of its members resign en masse or if the remaining members are less than half of the members.

In these two cases the General Assembly shall be summoned for an extraordinary meeting to elect a new Executive Board to complete the term of its predecessors.

The Ministry of Labour and Social Affairs shall take the necessary measures to summon the General Assembly within a month from the date of dissolution.

Article 40

The Executive Committee shall keep at the Society’s headquarters the following records and books:

(a)    Member Register in which the name of each member, surname, nationality, occupation, date of birth, date of joining and his CPR number is recorded.

(b)   Minutes of meeting of the Executive Board, which have to be signed by the Chairman, Secretary and all the members present.

(c)    A minutes book of the General Assembly meetings.

(d)   A record for revenues and expenditure.

(e)    A bank account book.

(f)    A standing advance account book.

(g)    A membership fee register.

(h)   A record for all properties, movable assets or any other items held in custody of the Society, a summarized description of each, price paid for and the day bought, location, person in charge, his title and his address.  Also to be recorded every change or alteration, which may occur thereto.

The Executive Board, if necessary, shall add additional information to the current information in the aforesaid manner.

The Executive Board may maintain other records and books, which are required for proper pursuit of its business.

Each page in the records or books should be numbered and stamped by the Society’s seal before use.  All the records, books and files should be updated.

Article 41

The Executive Board may appoint a director from amongst its members or from non-members and shall delegate thereto the power to handle any of the Executive Board’s affairs.  The appointment of a director may take place against the payment of remuneration to be decided by the Executive Board.  In this case, the director shall be deemed to have resigned from the Executive Board should he be a member thereof.

CHAPTER SIX

Society’s Finance

Article 42

The Society’s revenues shall consist of:

(a)   Joining fees paid by the member after registration or re-registration.

(b)   Annual membership fees.

(c)   Donations and contributions approved by the Ministry of Labour and Social Affairs.

(d)   Earnings and interests arising from the investment of its funds according to the laws and regulations in force.

Article 43

The Society shall not receive money from a foreign person nor from a foreign organisation and should not remit any of the above mentioned to persons or organizations abroad without a permission from the Ministry of Labour and Social Affairs except for the sums which are remitted for the price of books, circulars, technical and scientific literature.

Article 44

The Society’s financial year shall commence from 1st January and shall end on 31st December.

Article 45

The Chairman and members of the Executive Board shall be held responsible; each in his respective capacity, for the Society’s funds and for any act which may contravene the provisions of the Society’s Constitution and internal regulations.

Article 46

The Executive Board shall draw up financial regulations governing the ways and means whereby funds are spent or deposited.  It shall also determine the membership and subscription fees and the amount which the Treasurer shall maintain as a permanent advance for spending in emergencies and such other matters.

Such financial regulations shall not become effective unless they are approved by the General Assembly.

Article 47

The Executive Board shall refer the Society’s annual accounts to the General Assembly after they are approved by all the members after review and endorsement.

If the expenditure or revenues exceed BD 10,000 the Executive Board should present the final account to a licensed firm of chartered accountants along with the supporting documents to check and provide their report to be presented at least one month before the annual meeting of the General Assembly.  The Executive Board shall present the next year’s budget proposal to the General Assembly.

Copies of the final account, the balance sheet, Auditors and the Executive Board’s report should be included in the summons to members who have the right to attend the General Assembly meeting.  The aforesaid document should be displayed in a prominent place in the Society’s premises fifteen days before the General Assembly meeting and should stay there until they are approved.

Article 48

The Society’s cash funds shall be deposited in the official name of the Society with a licensed bank.  The Ministry of Labour and Social Affairs shall be notified of such and shall be notified if the bank is changed within one week from the date of such a change.

Article 49

The Society’s funds shall not be spent unless sanctioned by the Executive Board and for the Society’s purposes according to the provisions of the financial regulations and the Constitution.

In emergency, payment may be made by an order of the Chairman and without a prior approval of the Executive Board, provided that the matter shall be referred thereto at its next meeting, accompanied by reasons for and documents supporting the expenditure.

Article 50

The Society’s funds, whether in cash or in kind, including membership fees and subscriptions, donations and contributions and others, are considered the sole property of the Society.  A Society member or any other person whose membership is forfeited for any reason or his heirs has no claim thereto.

Article 51

The General Assembly shall elect the auditors from those nominated by the Executive Board, taking into consideration the provision of Article 47 of this Constitution and the General Assembly shall determine their fees.  In the first year of the Society, the Auditor shall be elected by the members at their first meeting as a General Assembly.

CHAPTER SEVEN

Society’s Merger, Division, Setting up Branches Thereof or Dissolution

Article 52

The General Assembly may decide to merge with a society or other societies seeking to accomplish similar objects and it may divide the Society and set up branches in accordance with the provisions of Article 29 of this Constitution.

The General Assembly’s decision to merge the Society or divide it or set up branches shall not be enforced unless recorded in the Register maintained for this purpose with the Ministry of Labour and Social Affairs and published in the Official Gazette.

Article 53

A Society may be dissolved voluntarily in accordance with the provisions of Article 25 and 29 of this Constitution if it appears to be incapable of accomplishing the objects for which it has been established or if the number of the Society member falls to a percentage which makes it impossible to continue its activities or for any other reasons.

The resolution of the General Assembly for voluntary dissolution of the Society shall not be enforced unless recorded in the Register maintained for this purpose at the Ministry of Labour and Social Affairs and published in the Official Gazette.

Article 54

Members of a society which has been dissolved as well as the persons in charge of administering it and its employees shall be prohibited from continuing its activities or disposing of its properties upon learning of the dissolution thereof.

In addition, no person shall participate in the activities of the Society after the publication of the dissolution decision in the Official Gazette.

Article 55

If a Society has been dissolved the concerned Administrative Authority shall appoint a liquidator therefore and shall determine the period and remunerations for carrying out his duties.

The officers in charge of the Society’s administration shall take steps for handing over to the liquidator all the documents and records of the Society at request.  They, the Bank, in which the Society’s funds are deposited, and the debtors shall be barred from handling any of the Society’s affairs or its rights except by a written order from the liquidator.

Article 56

Upon completion of the liquidation, the liquidator shall distribute the properties remaining to associations which carry on the same activities as those of society.

If the method of distribution is not practiceable, the Ministry of Labour and Social Affairs shall decide to allocate the properties of the dissolved Society for the social organisations of its choice.

CHAPTER EIGHT

Final Provisions

Article 57

The resolution of the General Assembly amending the Society’s Constitution shall not be considered valid unless recorded in the Register kept for the purpose at the Ministry of Labour and Social Affairs and published in the official Gazette.

Article 58

The Society shall appoint employees or workers on a permanent or temporary basis, pay their salaries or remunerations according to the decision of the Executive Board and subject to the guidelines laid down by the final regulations and according to Labor Law for Private Sector promulgated by Legislative Decree No. 23 of 1976, as amended.

Article 59

In case of confusion or obscurity in the interpretation of any provisions of this Constitution, the Executive Board shall refer the matter to the Ministry of Labour and Social Affairs for interpretation and clarification.