ABA Constitution

ABA CONSTITUTION

Article 1: Name

 The Association is set up – between the members who have adhered or who shall adhere to the foregoing articles of association- in accordance with the provisions of Decree n° 1.58.376 of Nov.15th, 1985, which regulates the right of association, as the same was modified and completed by virtue of Act n° 75-00 promulgated by the Decree n° 1-02-206 issued on July 23rd, 2002. The association shall bear the name BRITISH BUSINESS GROUP MARRAKECH.

Article 2: Object

The objects for which the association has been set up are:

– To promote and develop relations between the United Kingdom of Great Britain and Northern Ireland and the Business people in Morocco.

– To promote British Business in Morocco and to meet regularly in order to share information and ideas.

– To give advice and assistance to missions and British Businessmen visiting Marrakech andMorocco.

– To liaise between the organizations in the United Kingdomand enterprises operating mainly in the development of trade withMorocco.

The Association shall carry out its activity in Morocco independently from political, trade-union and religious organizations in accordance with the above mentioned act regulating Associations.

Article 3: Head office

The Head office of the Association shall be established Jarjeer, Oumnass, Marrakech 40,000 Morocco. It can be transferred in any other premises inside Morocco by virtue of an ordinary decision of the executive committee of the Association.

Article 4: Duration

The duration of the association is unlimited.

Article 5: Membership

The Association shall be composed of the adhering members of the executive committee and honorary members.

The capacity of member of the association shall be acquired by any person who has paid membership yearly fees, the amount of which shall be defined by virtue of the by-laws of the Association.

a)     Adherent members – These are the members who participate without effective involvement in the management.

b)     Members of the executive committee, these are members elected and involved in the management of the Association.

c)     Honorary members – these titles may be granted by the executive committee of the association to persons who have carried out distinguished services on behalf of the Association or who have been working for the same objective.

d)     His Excellency the Ambassador of Great Britain in Morocco is automatically an honorary member.

e)     Each member should be at least 18 years old.

Article 6: Financial Resources of the Association

The financial resources of the Association shall be composed of the fees of members and eventual subsidies that may be granted upon the same either by the sponsoring of its partners, donations and all other legally authorized sources.

The membership fees shall be paid every calendar year, on the 1st of January of every year. The yearly membership fees amount shall be decided by the executive committee and should cover the running costs of the association, the promotional costs of the same. The honorary members shall be exonerated from the payment of the membership fees.

These financial resources must necessary be used for the purchase of the necessary management tools of its head office, and in general, for the achievement of its mission and the payment of its staff and the general running costs.

Article 7: Admission

Any person who fulfills the admission conditions stipulated under article 5 and the criteria hereunder shall be accepted as member of the association after having read and approved the by-laws and the charter of the same.

Each member in the association shall commit to observe the provisions of the by-laws and the provisions relating to the internal organization. The same shall pay the yearly membership fees as decided by the general assembly. The same shall also promote the activities of the association and shall participate to its thriving.

Article 8: Loss of Membership

The right to be a member shall be forfeited by death, by written resignation served upon the president of the association or by a decision of revocation taken against any member in case of serious breach to the articles of association or to its by-laws. It shall also end by the breach of the rules of loyalty, and in case of a statement or action damaging the interests of the association, or, even in case of non-payment of the yearly membership fees, which shall lead to automatic revocation.

The members who lose their membership for any reason whatever (resignation or revocation) shall not have the right to any distribution of the assets of the association (cash, assets, items, material etc…). All the paid amounts – mainly the membership fees- shall remain in all cases acquired by the association.

Article 9: Administration and management 

The association shall be administered by a committee composed of seven adherent members, selected among the members of the association and elected during a general meeting for a term of (2) two years, renewable once.

The president is elected for two (2) years renewable twice. Because of the increase of the number of members and without inviting the general meeting, the executive committee may include other temporary members, awaiting the next general meeting, as needed, after informing the competent authorities and the members within a seventy two (72) hours deadline. The  members shall carry out a vote by raising hands to designate an executive committee composed of a president, a vice president, a secretary, a treasurer and three members, to which eventual tellers may be added.

The executive committee shall meet at least six times per a year by virtue of the invitation of the president or on request from the majority of the members thereof. The agenda shall be determined by the president or by the members who invited the meeting. The agenda shall be established at least one day prior to the meeting and may be communicated by electronic mail.

The minutes of the meeting shall be drafted and signed by the secretary or the alternate secretary.

The executive office may invite the honorary members to participate to the meeting in a consultative capacity, and may also invite any person who may shed particular light over an item in the agenda of the meeting.

The executive office shall manage all the assets of the association for free. The president or his/her deputy shall have all the legal power and authority to do so.

Article 10: Powers of the Committee

The president is -by virtue of the law- the legal representative of the association and he shall be in charge of the implementation of the decisions of the executive committee, and shall see to the good operation of the association. He shall further invite the meeting of the Committee to the general meeting within a 5 days deadline by courier or email. The same shall carry out the normal management of the association mainly with relation to the budget control and shall find the different accountancy documents; the same shall represent the association before the authorities and any other organism.

The president, together with the treasurer, shall open and operate a current account in the name of the association in any bank. The president or the treasurer (who may have special proxy to this effect) shall sign, accept, endorse, and pay any check or any transfer order necessary to the operation of the account, within the framework of the current management of the association. The president shall be the guarantor of the observance of the association’s objects.

The vice president assists the president and represents the same in case of his absence or in case the latter defaults.  In case of vacancy, the vice president shall replace the president until the next general meeting.

The secretary shall be in charge of the document and shall draft the notifications and invitations of the meeting, the minutes of meetings and assemblies and the different correspondences and shall communicate all the taken decisions.

The treasurer shall be in charge of the financial management of the association and shall receive the revenues and carry out the payment under the control of the president. The same shall maintain regular accounting records and shall prepare the yearly budget and present the accounts of the association to the general meeting for approval. The treasurer shall operate, in the name of the association, the current accounts and shall sign, endorse and pay all the cheques and Bank transfers within the framework of the normal and ordinary management of the association under the control of the president thereof.

Article 11: The Ordinary General Meeting

The general meeting shall be composed of the members who have paid their yearly fees. The said general meeting can either be ordinary or extraordinary. The invitation to the said meeting shall be sent five days in advance by ordinary courier or by email.

The agenda shall be indicated in the invitation. Only the points indicated in the agenda may be the object of resolutions.

1)    The Ordinary General Meeting:

The general ordinary meeting shall convene in the head office or in any other premises once year. The quorum shall be composed of at least six members. The proxies may not represent more than two persons. Should the quorum not be achieved, a new general annual meeting shall be held and may, this time, rule with the majority of the present members within five days following the first invitation.

In case of necessity and after approval of the members of the executive committee the president may invite the general extraordinary meeting with an agenda.

The general ordinary assembly shall validate the decisions of the executive committee and shall give discharge to the members of the executive committee in office and shall give discharge about the accounts.

The same may renew outgoing members of the committee in office.

2)    The Extraordinary General Meeting:

The general extraordinary meeting shall rule upon the issues relating to the amendment of the articles of association.

All the amendments of the articles of association must be approved by a quorum with a majority of at least 2/3 of the votes.

All the other cases not stipulated in the articles of association shall be decided by the committee during its meetings.

Article 12: Termination

The duration of the association is unlimited; its termination may not be declared in a general extraordinary assembly, except on a proposal of the committee or a motivated request duly signed by at least half of the members.

This general meeting should meet at least with a minimum of 2/3 of its members and its decisions shall be taken with a 4/6 votes. Should the quorum not be met, the decisions taken by the second assembly held within fifteen (15) days following the first general meeting shall be valid whatever the number of the present members.

After the termination of the Association, its assets and goods shall be transferred to a benevolent association, or to a charity organism chosen and voted upon during the termination general meeting.

In case of voluntary, statutory or judiciary termination, the extraordinary general meeting shall appoint one or more liquidators chosen among the adherent members.

Article 13: Insurance

The paid staff of the association working in the executive committee must be insured against labor accidents by the association.

Article 14: Bank Accounts

The association must have an account in a bank branch within the city. The issued cheques should bear the joint signature of the president and the treasurer or the member of the office who has a power of attorney to that effect.

Article 15: The By-laws

The by-laws shall provide for all the issues not specified in these articles of association. And shall be drafted and modified by the executive committee.

Article 16: Third Party Liability

The members of the group are not intended to be held personally liable towards third parties because of their adherence to the group.

The committee members and the committee are acting in good faith as officers of the group and shall not be personally or collectively liable for their deeds or missions.

Articles 17: Minutes of Meetings

The proceedings and resolutions of the general meeting and of the committee shall be drafted without blank spaces or erased words in numbered papers, which shall be initialed by the president and the secretary and kept in a special register.

The foregoing articles of association were approved in the in the meeting held on June 13th, 2011.

Transitional Provisions

The Founding Members of the Association shall be the persons who have subscribed their names hereunder as founding members. The founding members shall be responsible for the registration of the association before the competent authorities in the kingdom of Morocco. For this purpose they give the president the necessary authority of the association in order to prepare and sign all the forms and necessary documents to set up and register the association.

Despite any provisions in these articles of association, the first members of the executive committee of the association shall be the persons mentioned hereunder. Their designation shall continue until the end of the first meeting of the association in 2011 and shall remain members of the association, as far as they do not cease to be members of the committee being set up.

The first adhering members and administrative executive committee are:

Executive Committee

President of the Association – Susan Machin

Treasurer of the Association –John Stobbart

Secretary – Liz Giles