Email: eo@cbckw.com

CHARTER - CANADIAN BUSINESS COUNCIL KUWAIT

1.0 NAME

The organization shall be called the “Canadian Business Council Kuwait”, hereinafter referred to as “CBC Kuwait”.

2.0 STATUS AND PURPOSE

CBC Kuwait is a non-profit organization established to pursue and carry out its objectives in the State of Kuwait.

3.0 OBJECTIVES OF CBC KUWAIT

3.1 To promote and foster the development of trade, commerce and investment between Canada and the State of Kuwait.

3.2 To increase the awareness of Canadian goods and services in the State of Kuwait.

3.3 To increase the competitiveness of Canadian goods and services in the State of Kuwait.

3.4 To enhance the business climate for Canadian businesses and business persons resident in the State of Kuwait.

3.5 To increase awareness among Canadian companies and Canadian commercial organizations of the opportunities that exist for trade and commerce in the State of Kuwait.

3.6 To promote and foster investment in commercial opportunities in Canada by investors in the State of Kuwait.

4.0 MEMBERSHIP

There shall be five (5) classes of Membership:

4.1 Individual - Individual Membership shall be available to Canadian citizens who are resident in the State of Kuwait and who have paid the prescribed membership fees or dues.

4.2 Associate - Associate Membership shall be available to citizens of other countries, who are residents of the State of Kuwait and who represent Canadian business interests in the State of Kuwait, or who have established a significant, recognized connection with Canada or Canadian business interests, as may be determined by the Executive Committee from time to time and who have paid the prescribed membership fees or dues.

4.3 Corporate - Corporate Membership shall be available to Canadian corporations or other Canadian business entities that have an established business presence in the State of Kuwait and who have paid the prescribed membership fees or dues. The corporation or business entity shall nominate a senior employee as its representative for and on behalf of the corporation or business entity.

4.4 Honorary - Honorary Membership shall be available to the Ambassador of Canada to the State of Kuwait and such other official representative of Canada standing in place and stead to the Ambassador.

4.5 Governors - Governor Membership shall be available to:

  • All former and future Honorary Members
  • All former and future representatives of the Canadian Embassy in Kuwait who occupied a position on the Executive Committee
  • All former and future Presidents of CBC Kuwait, who have served at least one (1) complete year in this position.
  • To all former and future Executive Members who have served at least four (4) complete and consecutive years on the Executive Committee.
5.0 TERMS OF MEMBERSHIPS

5.1 Individual, Associate or Corporate Memberships shall be for a term of one (1) year or until the end of CBC Kuwait’s fiscal year, whichever is the shorter.

5.2 Honorary Membership shall be sine die (without any further date being designated), depending only upon the duration of the Ambassador’s appointment to the State of Kuwait.

5.3 Governor Membership shall be sine die, depending only on the continued residence of the Governor within the State of Kuwait.

6.0 FISCAL YEAR, ANNUAL DUES AND PRESCRIBED FEES

6.1 At CBC Kuwait’s Annual General Meeting, the Executive Committee shall recommend to the Membership the annual dues and prescribed fees for the upcoming fiscal year.

6.2 Honorary Members shall pay no dues or prescribed fees.

6.3 All dues and prescribed fees are non-refundable.

6.4 To maintain Membership in good standing, the annual dues and prescribed fees must be paid within ninety (90) days of the end of CBC Kuwait’s fiscal year.

6.5 CBC Kuwait’s fiscal year shall run for a period of twelve (12) months, from 1 May of each year until 30 April in the following year.

7.0 TERMINATION OF MEMBERSHIP

7.1 Individual, Associate or Corporate Memberships shall be terminated automatically ninety (90) days after the end of CBC Kuwait’s fiscal year if the annual dues and prescribed fees have not been paid in full.

7.2 Individual, Associate or Corporate Members may terminate their Membership by submitting a written notice of resignation to the Executive Committee.

8.0 VOTING RIGHTS OF THE CLASSES OF MEMBERSHIP

8.1 Individual Members shall be entitled to one (1) vote on all matters presented to the Membership for a vote by the Executive Committee, including without limitation the election of the Executive Committee by the voting Members.

8.2 The nominee of each Corporate Member shall be entitled to one (1) vote on all matters presented to the Membership for a vote by the Executive Committee, including without limitation the election of the Executive Committee by the voting Members.

8.3 Associate Members, Honorary Members and Governors shall have no voting rights.

8.4 All voting Members shall be eligible to be elected to serve on the Executive Committee and to serve on any Sub-Committee established by the Executive Committee.

8.5 A voting Member may propose or second a nomination to serve on the Executive Committee.

9.0 ATTENDANCE AT MEETINGS

9.1 All Members, regardless of class of membership, shall be entitled to attend all periodic Monthly General Meetings and the Annual General Meeting.

9.2 Individual and Associate Members and the nominee of each Corporate Member shall be entitled to invite two (2) guests to attend Monthly General Meetings of Members. Members must attend Monthly General Meetings with their guest.

9.3 At his/her discretion, Honorary Members shall be entitled to invite reasonable numbers of guests to Monthly General Meetings.

10.0 NOTICE OF MEETINGS

10.1 Normally, Members shall be notified of Monthly General Meetings at least ten (10) days in advance of the Meeting.

10.2 Normally, Members shall be notified of the date of Annual General Meeting at least twenty (20) days in advance of the Meeting.

10.3 Normally, Members shall be notified of the date of an Extraordinary General Meeting at least ten (10) days in advance of the Meeting.

10.4 The date upon which the Secretary submits the Notice of Meeting for transmission to Members shall be the date from which all advance notice is determined.

11.0 ANNUAL GENERAL MEETING

11.1 The Annual General Meeting shall be held within ninety (90) days of the end of CBC Kuwait’s fiscal year.

11.2 The date, timing and place of the Annual General Meeting shall be determined by the Executive Committee.

11.3 The Honorary Member shall chair the Annual General Meeting.

11.4 The quorum for the Annual General Meeting shall be five (5) percent of the Members.

11.5 The Members present at the Annual General Meeting shall take nominations from the floor and elect a Recording Secretary who shall keep the Minutes of the Annual General Meeting and submit them expeditiously to the Executive Committee.

11.6 The Members present at the Annual General Meeting shall elect an Executive Committee of not less than seven (7) and not more than nine (9) members who shall manage the business and affairs of CBC Kuwait and exercise all such powers on behalf of CBC Kuwait as are permitted by law and this Charter.

11.7 Nominations for the members of the Executive Committee may be submitted in writing to the Secretary up to one (1) day before the date of the Annual General Meeting giving the name and signature of the nominee, the proposer and seconder.

  • 11.7.1 Nominees must indicate in writing their willingness to accept the nomination. The nominee, the proposer and seconder must be voting members of CBC Kuwait.
  • 11.7.2 If nominations for the members of the Executive Committee have not been received within the time stipulated in Section 11.7 in sufficient number to fill the positions offered for election, then nominations may be received from the floor. The nominee, the proposer and seconder must be present at the Annual General Meeting. In such a case the provisions of Section 11.8 shall not apply and the nominee shall provide verbally to the meeting the information required to be provided in accordance with Section 11.8.

11.8 Nominations submitted pursuant to Section 11.7 shall include a nomination form showing the required information and include a candidate statement, biographical details and an electronic photograph (head and shoulders) on a document of no more than three hundred and fifty (350) words and, in the case of Executive Committee members standing for re-election, a statement of their attendance at Executive Committee meetings during their previous mandate.

  • 11.8.1 These documents may be submitted by fax, scanned email or in hard copy to the attention of the Secretary via any Executive Committee member or through the Canadian Embassy.
  • 11.8.2 The Secretary shall arrange for copies of the candidate statements and biographical details to be made available to members no later than at the Annual General Meeting.

11.9 The Honorary Member shall direct and require the Annual General Meeting to determine the number of persons to be elected to the Executive Committee.

11.10 The Honorary Member shall direct and require the Recording Secretary to prepare a ballot to enable voting Members to rank nominees by their preference.

11.11 The Honorary Member shall direct and require the Members present at the Annual General Meeting to nominate and elect three (3) scrutineers to count and evaluate the ballots. The scrutineers shall report their enumeration as expeditiously as possible to the Honorary Member who shall announce to the Annual General Meeting who has been elected from among the nominees to the Executive Committee.

11.12 The Treasurer shall present the financial statements and accounts of CBC Kuwait for the preceding fiscal year.

11.13 The Members present at the Annual General Meeting shall receive and approve the financial statements and accounts of CBC Kuwait for the preceding fiscal year.

11.14 The Members present shall vote and approve or disapprove such matters as are brought before the Annual General Meeting by the Executive Committee. Such decisions shall be made by simple majority of the voting Members present.

11.15 The Members present at the Annual General Meeting shall receive and shall vote to approve or disapprove any amendments to this Charter that are brought before the Annual General Meeting by the Executive Committee. For an amendment to be approved, it must be agreed to by eighty (80) percent of those voting Members present at the Annual General Meeting.

11.16 The Secretary may receive motions in due form proposed and seconded by voting Members up to one (1) day before the Annual General Meeting. The voting Members present at the Annual General Meeting shall determine whether to receive such motions and whether to discuss and approve or disapprove them.

12.0 EXTRAORDINARY GENERAL MEETING

12.1 The Executive Committee, by a formal recorded vote of not less than five (5) of its members, may call an Extraordinary General Meeting to consider matters determined to be in urgent need of resolution by the voting Members.

12.2 Voting Members, by presentation of a written petition stating the reason(s) for the request for an Extraordinary General Meeting and signed by not less than twenty five (25) percent of the voting Members, to the President and the Honorary Member, may request and demand that Executive Committee call an Extraordinary General Meeting within thirty (30) days of receipt of the petition. Upon receipt of a valid petition, the Honorary Member shall require and request the Executive Committee to call the Extraordinary General Meeting within the time specified.

12.3 The requirements for “Notice of Meeting” and the general procedures for Extraordinary General Meetings shall be those set out in Section 10 and Section 11 of this Charter.

13.0 EXECUTIVE COMMITTEE

13.1 Quorum - the quorum for the election of officers from the Executive Committee shall be not less than five (5) members.

13.2 President - at its first Meeting, within two (2) weeks of the Annual General Meeting, the Executive Committee shall elect by simple majority a President from among its members who shall hold office until his or her successor shall be elected.

  • 13.2.1 The President shall be the Chief Executive Officer of CBC Kuwait.
  • 13.2.2 The President shall preside at all meetings of the Executive Committee at which he or she is present.
  • 13.2.3 The Executive Committee, by a formal recorded vote of not less than five (5) of its members, excluding the President, may entrust to and confer upon the President any powers exercisable by the Executive Committee upon such terms and conditions that it deems appropriate for the effective and efficient operation of CBC Kuwait.
  • 13.2.4 The Executive Committee, by a formal recorded vote of not less than five (5) of its members, excluding the President, may at its discretion revoke, withdraw, alter or vary all or any such powers conferred upon the President, from time to time.

13.3 Vice President - at its first Meeting, within two (2) weeks of the Annual General Meeting, the Executive Committee shall elect by simple majority a Vice President from among its members who shall hold office until his or her successor shall be elected.

  • 13.3.1 In the absence of the President, the Vice President shall act as the Chief Executive Officer of CBC Kuwait.
  • 13.3.2 In the absence of the President, the Vice President shall preside at all meetings of the Executive Committee.
  • 13.3.3 In the absence of the President, the Executive Committee, by a formal recorded vote of not less than five (5) of its members, excluding the Vice President, may entrust to and confer upon the Vice President any powers exercisable by the Executive Committee upon such terms and conditions that it deems appropriate for the effective and efficient operation of CBC Kuwait.
  • 13.3.4 In the absence of the President, the Executive Committee, by a formal recorded vote of not less than five (5) of its members, excluding the Vice President, may at its discretion revoke, withdraw, alter or vary all or any such powers conferred upon the Vice President, from time to time.

13.4 Secretary - at its first Meeting, within two (2) weeks of the Annual General Meeting, the Executive Committee shall elect by simple majority a Secretary from among its members who shall hold office until his or her successor shall be elected.

  • 13.4.1 The Secretary shall keep the Minutes of all meetings of the Executive Committee.
  • 13.4.2 The Executive Committee, by simple majority of those members present, may at its discretion entrust to and confer upon the Secretary such other duties and responsibilities that it deems fit and may, in similar manner, revoke, withdraw, alter or vary such duties and responsibilities, from time to time.
  • 13.4.3 In the absence of the Secretary, the Executive Committee by simple majority shall elect from among the members present a secretary for that Meeting.

13.5 Treasurer - at its first Meeting, within two (2) weeks of the Annual General Meeting, the Executive Committee shall elect by simple majority a Treasurer from among its members who shall hold office until his or her successor shall be elected.

  • 13.5.1 The Treasurer shall be the Chief Financial Officer of CBC Kuwait
  • 13.5.2 The Treasurer shall maintain the financial records and accounts of CBC Kuwait in accordance with generally accepted accounting procedures.
  • 13.5.3 The Treasurer shall report to the Executive Committee the financial status of CBC Kuwait.
  • 13.5.4 The Treasurer shall present the financial statements and accounts of CBC Kuwait to the Annual General Meeting.
  • 13.5.5 The Executive Committee, by simple majority of those members present, may at its discretion entrust to and confer upon the Treasurer such other duties and responsibilities that it seems fit and may, in similar manner, revoke, withdraw, alter or vary such duties and responsibilities, from time to time.

13.6 Other Officers - The Executive Committee may at its discretion elect or appoint such other officers as it shall deem fit and assign such duties and responsibilities to the said officers as it shall deem appropriate.

13.7 The Embassy has the right to automatically nominate one Canada-based member of its Commercial Section staff to the Executive Committee.

13.8 Membership of the Executive Committee shall be structured so that elected members serve for two (2) years and only half the members stand for re-election at any Annual General Meeting.

13.9 In the event of a vacancy on the Executive Committee between elections, the Committee, by simple majority of those members present, may at its discretion appoint a new member to the Committee to fill the vacancy until the next election.

14.0 MEETINGS OF THE EXECUTIVE COMMITTEE

14.1 The Executive Committee shall meet at least quarterly. Additional meetings shall be held as and when the business and affairs of CBC Kuwait require.

14.2 The quorum for regular meetings of the Executive Committee shall be not less than three (3) members. Teleconferencing and videoconferencing are acceptable formats for regular meetings.

14.3 Subject to the exceptions set out above, decisions of the Executive Committee shall be approved by a simple majority of those members present provided that a quorum is present throughout the vote.

14.4 Notices of Meetings of the Executive Committee shall be given by the Secretary at request of the President, or in his absence, the Vice President, or upon the written request of any two (2) members of the Executive Committee. The Notice of Meeting shall normally be given to each member in writing or by electronic means at least two (2) calendar days prior to the meeting, provided however, that in case of urgent need, the Executive Committee can conduct its business in a meeting convened at shorter notice if a quorum is present.

14.5 Members of the Executive Committee may waive notice of a Meeting of the Executive Committee at their discretion.

15.0 DISQUALIFICATION OF MEMBERS OF THE EXECUTIVE COMMITTEE

15.1 Members of the Executive Committee are expected to attend all Meetings.

15.2 A member of the Executive Committee who fails to attend three (3) consecutive Meetings of the Executive Committee shall be deemed to have resigned from the Executive Committee.

15.3 Any Member of the Executive Committee, whose actions are deemed by a Meeting of the Executive Committee to have brought CBC Kuwait into disrepute, after due process, shall be required to resign.

16.0 CONSULTATIVE COMMITTEE

16.1 This Committee will include all Honorary Members and all Governors.

16.2 The purpose of this Committee is to be available to ascertain the viability and longevity of CBC Kuwait, especially in case of extraordinary circumstances and/or a large number of vacancies on the Executive Committee.

16.3 At all times, this Committee can be approached by the Executive Committee and by any paid-up Members.

16.4 The current Honorary Member shall act as President of the Consultative Committee

17.0 DISQUALIFICATION OF MEMBERS OF CBC KUWAIT

Any Member of CBC Kuwait, whose actions are deemed by a Meeting of the Executive Committee to have brought CBC Kuwait into disrepute, after due process, shall be required to resign.

18.0 LIMITATION OF LIABILITY

18.1 Each Member participating in a CBC Kuwait activity, and each guest accompanying a Member to any such activity acknowledges and agrees that they do so at their own risk and, as a condition of admission to any activity, agrees that the Government of Canada, the Canadian Embassy in Kuwait and CBC Kuwait and their respective employees, officers, executive members or sponsors (hereinafter referred to as the “Indemnified Parties”) shall have no liability whatsoever for any action or omission (including negligent action or omission) taken by any of them in connection with any CBC Kuwait activity.

18.2 Each Member further acknowledges that the Indemnified Parties shall have no liability whatsoever for any damage suffered in traveling to and from, attending or getting access to any CBC Kuwait activity.

18.3 Each Member also agrees not to introduce or pursue any claim against any of the Indemnified Parties in any Court or other competent forum and hereby consents to the discontinuance of any such claim if one is introduced.