Our constitution is the foundation upon which we stand. Originally drafted in 1987, it is updated as necessary to reflect our fast-changing times. All adaptations and amendments are drafted by our Chair and Director, Legal & Secretariat in accordance with best practice as well as appropriate UAE and UK legislation.

1. Establishment & Name

• (a) There shall be established in Dubai a group to be known as the British Business Group (referred to in this Constitution as the "Group").
• (b) The Group shall be a non-profit making organisation.

2. Objective

The objective of the Group shall be to promote relations between Dubai and the Northern Emirates (which expression shall when used herein include the Emirates of Sharjah, Ajman, Umm Al Quwain, Ras Al Khaimah and Fujairah) and Britain (and companies and individuals therein), and to display to the local community and others the interest and commitment of British business to Dubai and/or the Northern Emirates, including the support of worthy causes as determined by the committee to benefit either or both communities. This objective shall be achieved, inter alia, through:-

• (a) encouraging the development of British business links by delivering premier events and services through a professional community of individuals and companies;
• (b) providing the opportunity for members and other representatives of British and/or UAE companies with a presence in Dubai or any of the Northern Emirates to meet on a regular basis and to act as a forum for the exchange of information related to current and expected business opportunities that pertain to Britain and Dubai and the Northern Emirates;
• (c) liaising with the British Embassy in Dubai on matters of interest to the Group;
• (d) assisting the British Embassy in providing support to delegations, prominent business people and officials visiting Dubai and/or the Northern Emirates from the United Kingdom;
• (e) providing a link with organisations in the United Kingdom dedicated to the development of Middle East/United Kingdom trade;
• (f) promoting relations between Dubai and the Northern Emirates and Britain, and displaying to the local community and others the interest and commitment of British business to Dubai and/or the Northern Emirates; and
• (g) assisting the British Embassy in providing support to British business establishing or contemplating the establishment of a base in Dubai and/or the Northern Emirates

The Group shall not engage in any activity of a political nature.

3. Membership

There shall be five categories of membership of the Group, namely Business, Not-for-Profit, Honorary, Individual and non-Resident Business. Membership is not transferable and is personal in the case of Individual and Honorary Members.

3.1 Business Membership

• (a) Business Membership shall be open to any business established in Dubai and/or the Northern Emirates under a UAE commercial license (or any other form of recognised business license such as a free zone license or legal joint venture) and having a demonstrable interest in the development of UK and UAE business. Non Resident Business Membership shall be open to any business which is not established in Dubai or the Northern Emirates but which has an interest in the development of UK and UAE business.
• (b) Business Members shall be liable to pay a joining fee and an annual membership fee to be set by the Committee from time to time.
• (c) Each Business Member shall nominate one of its employees who is resident in Dubai or the Northern Emirates to be its principal nominee in all matters relating to the Group.
• (d) Each Business Member may also nominate an alternate to its principal nominee who may attend meetings and represent the Business Member. The alternate shall also be an employee of the Business Member.
• (e) Each Business Member may also nominate additional employees to join the Group. Such additional employees shall not be entitled to vote at any General Meeting or count as part of a quorum. Business Members shall pay an annual membership fee in respect of each such additional employee at a rate to be set by the Committee from time to time.
• (f) Each Business Member shall ensure that the name and other relevant details of its principal nominee for the time being, any alternate and any additional employees shall be notified to the Committee together with any change in such representatives.
• (g) Each Business Member shall be entitled to one vote at each General Meeting, which vote may be cast by that Business Member's principal nominee or, in the absence of the principal nominee, that Business Member's alternate. Votes may also be cast by the Business Member via a proxy in accordance with this Constitution.

3.2 Not for Profit Membership

• (a) Not for Profit Membership shall be open to any organisation:
  1. (i) established in Dubai and/or the Northern Emirates,
  2. (ii) operating under a not-for-profit or charitable permission, license or otherwise granted by an appropriate authority in the UAE and
  3. (iii) with a demonstrable interest in the development of UK and UAE links.
• (b) Not for Profit Members shall be liable to pay a joining fee and an annual membership fee to be set by the Committee from time to time.
• (c) Each Not for Profit Member shall nominate one of its employees who is resident in Dubai or the Northern Emirates to be its principal nominee in all matters relating to the Group.
• (d) Each Not for Profit Member may also nominate an alternate to its principal nominee who may attend meetings and represent the Not for Profit Member. The alternate shall also be an employee of the Not for Profit Member.
• (e) Each Not for Profit Member may also nominate additional employees to join the Group. Such additional employees shall not be entitled to vote at any General Meeting or count as part of a quorum. Not for Profit Members shall pay an annual membership fee in respect of each such additional employee at a rate to be set by the Committee from time to time.
• (f) Each Not for Profit Member shall ensure that the name and other relevant details of its principal nominee for the time being, any alternate and any additional employees shall be notified to the Committee together with any change in such representatives.
• (g) Each Not for Profit Member shall be entitled to one vote at each General Meeting, which vote may be cast by that Not for Profit Member's principal nominee or, in the absence of the principal nominee, that Not for Profit Member's alternate. Votes may also be cast by the Not for Profit Member via a proxy in accordance with this Constitution

3.3 Honorary Membership

• (a) Honorary Membership shall be open by invitation of the Committee to distinguished members of the community who:
  1. (i) are British citizens resident in Dubai and/or the Northern Emirates or UAE nationals; and
  2. (ii) have demonstrated their commitment to the fulfilment of the Group's objective.
• (b) Honorary Members shall be liable to pay a joining fee and an annual membership fee to be set by the Committee from time to time, which fee can be nil. Honorary Members shall be eligible to attend and speak at any General Meeting. Honorary Members who have held the post of Chairman or Chief Executive and Chairman of the Group shall be eligible to vote and to count as part of a quorum at each General Meeting.
• (c) The number of Honorary Members of the Group shall not exceed 15% of the total number of Business Members.

3.4 Individual Membership

• (a) Individual Membership shall be open to individuals who are resident in Dubai and/or the Northern Emirates, who are holders of a British or UAE passport and have a demonstrable interest in the development of UK and UAE business.
• (b) Individual Members shall be liable to pay a joining fee and an annual membership fee to be set by the Committee from time to time. Each Resident Individual Member shall be entitled to one vote at each General Meeting, which vote may be cast by that Resident Individual Member. Votes may also be cast by the Resident Individual Member via a proxy in accordance with this Constitution.

3.5 Miscellaneous

• (a) The Committee will review every proposed invitation to or application for membership and shall decide whether it is to be extended or accepted as the case may be and shall have an absolute discretion in connection therewith.
• (b) Every member shall notify the Committee in writing of any impending change in status of the member, or any of its representatives, which might affect its (or their) eligibility for membership.
• (c) The Committee shall from time to time and in its absolute discretion review and adjust the status of members and membership categories and shall notify the members accordingly of any change in their category of membership.
• (d) The Committee shall have power to expel a member and/or any of its representatives when, in the Committee's opinion, it would not be in the interests of the Group for it or him or they (as the case may be) to remain a member/representative.
• (e) For the purposes of this Constitution, reference to a Member's "employee" or "employees" shall be interpreted to include (i) employees, (ii) directors and (iii) other individuals associated with the Member and approved by the Committee from time to time

4. Committee

• (a) The affairs of the Group will be administered by a Committee of twelve, eleven of whom will be elected by the membership each year in Annual General Meeting and one of whom will be the Head of the UK Trade and Investment section of the British Embassy in Dubai.
• (b) The elected officers of the Group shall consist of Chief Executive and Chairman; Chief Operating Officer; Director, Finance; Director, Legal and Secretariat; Director, Brand; Director, Business Development; Director, Membership; Director, Events; Director, Special Interest Groups; Director, UAE Relations; and Director, Government Relations. The officers shall be elected for each post by the membership in Annual General Meeting. The titles of the elected officers may be amended from time to time at the discretion of the Committee.
• (c) The Committee will be responsible for deciding the duties and responsibilities of each officer.
• (d) The Committee will be responsible for planning future policy, programmes, speakers and events.
• (e) The Committee will be responsible for accepting or rejecting applications for membership and will not be obliged to give any reasons for its decisions.
• (f) The Committee is authorised to open and operate bank accounts in the name of the Group and signatories on all bank accounts shall be such of the Committee members, as the Committee shall from time to time designate.
• (g) The Committee may appoint sub-committees and invite any member of the Group to assist the Committee or serve on a sub-committee. In particular the Committee may establish sub-committees pertaining to specific sectors of business to be known as Focus Groups. All sub-committees shall conduct their activities in accordance with the objectives of the Group and with any directions of the Committee.
• (h) The Committee may engage staff and obtain office and other facilities as considered necessary, the costs of which shall be paid out of membership fees.
  1. (i) The Committee may establish rules for the conduct of its business and the business of the Group (provided such rules are consistent with the objective of the Group as stated in Article 2 above and are not contrary to this Constitution) and may vary such rules.
  2. (j) The Committee may maintain any insurance which it deems necessary for the prudent conduct of the affairs of the Group and the Committee.

5. Election Of Committee

• (a) The Committee will be elected from the representatives of the Group's members. The election will take place at the Annual General Meeting to be held each year.
• (b) The Committee shall be responsible for establishing the nomination and election process each year, provided always that: nominations for each office of the Committee will be invited from the members of the Group when giving notice of the Annual General Meeting. The Committee must receive all nominations in writing not less than four weeks before the date of the Annual General Meeting. Every nomination shall be supported by at least two voting members of the Group. The Committee will circulate the list of nominations to members not less than two weeks prior to the Annual General Meeting.
• (c) Election will be by simple majority of the members eligible to vote.
• (d) If for any reason a member of the Committee is unable to serve a full year, the vacancy will be advised to the members and the vacancy may be filled by the Committee from any candidates that express an interest in filling the vacancy and which have the competencies required in order to fulfil the relevant role. The decision of the Committee in relation to filling vacancies shall be final.

6. Fees

• (a) Annual membership fees shall be payable on a date to be set by the Committee from time to time.
• (b) The fees will be fixed by the Committee and will be applied towards administrative and other costs, as the Committee shall from time to time determine. The Committee shall have the right to levy additional fees if membership fees are inadequate to cover administrative costs of the Group.
• (c) A refund will not be made if a membership (whether of the member or any representative) is terminated or cancelled for any reason.
• (d) Membership will be deemed to have lapsed if the annual fee is not paid within the time prescribed by the Committee from time to time.

7. Information

The Committee will maintain an up-to-date list of all members. This information will be available to all members on application to the Committee and subject to the payment of a fee to be set by the Committee from time to time.

8. Audit & Financial Year

• (a) The financial year of the Group shall run from 1 April to the following 31 March.
• (b) The Group shall have an Honorary Auditor who shall be elected at the Annual General Meeting.
• (c) The Committee will arrange for the accounts of the Group to be audited at the end of each financial year and for a report from the Honorary Auditor to be presented to members at the Annual General Meeting.

9. Changes To Constitution

A change to the Constitution may be proposed by the Committee or by Business Members representing not less than 20% of the total number of Business Members. Proposed changes shall be submitted to the Committee with a request for a General Meeting and the Committee will circulate the proposed changes with the notice convening the meeting. A change to the Constitution will be adopted if approved by more than two thirds of the votes cast at the meeting.

10. General Meetings

• (a) The Annual General Meeting shall be held each year. Business at the Annual General Meeting shall include (but not be limited to) a Report of the Committee, Honorary Auditor's Report, Election of the Committee and Election of the Honorary Auditor.
• (b) The Annual General Meeting shall be called by the Committee giving not less than six (6) weeks’ notice to members. All other General Meetings at which official business of the Group is to be discussed and a vote taken will be called by the Committee giving not less than fourteen (14) days’ notice to members. A General Meeting may be called to coincide with a luncheon meeting or other event.
• (c) Voting will be by a simple majority and, in the event of a tie, the Chief Executive and Chairman (or such other person as determined pursuant to Article 5(b)) shall have a casting vote. A member of the Group may appoint another member who is entitled to vote to be his proxy to vote at a General Meeting, provided that such proxy shall be declared to the Committee in advance.
• (d) The quorum for a General Meeting shall be the members present holding or representing 20% of the voting rights.
• (e) Each General Meeting shall be chaired by the Chief Executive and Chairman or, in his/her absence, by the Chief Operating Officer, and failing him, by another member of the Committee.

11. Dissolution

• (a) A resolution to dissolve the Group shall only be proposed at a General Meeting and shall be carried by a majority of at least two-thirds of the members voting at the meeting. Notwithstanding Article 10(d), the quorum at such a General Meeting shall be the members present holding or representing 20% of the voting rights.
• (b) The dissolution shall take effect from the date of the resolution and the members of the Committee shall be responsible for the winding-up of the assets and liabilities of the Group.
• (c) Any property remaining after the discharge of the debts and liabilities of the Group shall be given to a charity or charities nominated by the last Committee.

Unsolicited Marketing And Misuse Of The BBG Brand

1. Members shall not misuse the BBG name or logo

No member of any category (or employee thereof (as such term is used in the Constitution)) shall have any rights in respect of any trade names or trademarks used by the Group or of the goodwill associated therewith and each member acknowledges (as an ongoing condition of membership) that it shall not acquire any rights in respect thereof and that all such rights and goodwill are and shall remain vested in the Group. No member shall, without the prior written approval of the Committee, use the Group’s trademarks or trade names, nor any trademarks or trade names so resembling the Group's trademarks or trade names, as to be likely (in the opinion of the Committee, acting reasonably) to cause confusion or perceived endorsement from the Group. It is hereby confirmed that the BBG holds all intellectual property rights (including copyright and trademark rights) in its name, logos, acronyms and related goodwill. The trade names British Business Group and BBG are intellectual property rights of the Group. All intellectual property rights of the Group are protected from copying and simulation under local and international laws and may not be reproduced, copied or otherwise used without the express prior written permission of the Group.

2. Members shall not use BBG data for unsolicited bulk marketing

It is an ongoing condition of membership of the Group that no member shall use data relating to other members of the Group which is contained in, or available through, any database, website, publication or directory issued or operated in respect of the Group, for the purposes of unsolicited bulk marketing. For these purpose unsolicited bulk marketing shall mean the sending of a message if:

• (1) the recipient's personal identity and address details are irrelevant because the message is equally applicable to many other addressees; and
• (2) the recipient has not verifiably granted explicit permission for it to be sent. For the avoidance of doubt, membership of the Group does not constitute permission from or by any member to be sent messages from any other member.

The purpose of this rule is not to prevent the use of the membership data for networking and direct contact purposes in the furtherance of business, but to prevent mass-mailings and other unsolicited marketing tactics which target all or a section of the membership with information and/or offers and promotions for which the recipient has expressed no interest directly and which have not been endorsed by the Group. Should you be in any doubt regarding whether a proposed use of the membership data is in breach of this rule please seek clarification from the Group.

Breach of either or both of the above rules shall entitle the Committee to expel the relevant member and/or its representatives in accordance with section 3.6(d) of the Constitution.