Wednesday, February 22, 2017

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A.  NAME

The name of the Association is Intelligent Transport Systems (ITS) Arab (subsequently called the “ITS-Arab”).

 

B.  ADMINISTRATION

Subject to the matters set out below the ITS-Arab and its property shall be administered and managed in accordance with this constitution by the members of the Executive Committee, constituted by clause H of this constitution ("the Executive Committee").

 

C.  OBJECTS / AIMS

The ITS-Arab's objects ("the objects") are:

  1. To be a central representative body on ITS developments across the Middle East and North Africa and to put the views of the international ITS community to Government departments and agencies, Parliaments, and other relevant organisations.
  2. To be a research and statistical centre, to aggregate and publish statistics, and to provide analysis on ITS technologies and other relevant market information.
  3. To be a centre of excellence providing commentary, guidance and advice on solutions, legal and other regulatory developments of relevance to ITS.
  4. To provide a forum for the exchange of information and to promote ITS benefits.

 

D.  POWERS

In furtherance of the objects but not otherwise the Executive Committee may exercise the following powers:

  1. power to raise funds and to invite and receive contributions provided that in raising funds the Executive Committee shall conform to any relevant requirements of the law;
  2. power to buy, take on lease or in exchange any property necessary for the achievement of the objects and to maintain and equip it for use;
  3. power subject to any consents required by law to sell, lease or dispose of all or any part of the property of the ITS-Arab;
  4. power subject to any consents required by law to borrow money and to charge all or any part of the property of the ITS-Arab with repayment of the money so borrowed;
  5. power to employ such staff as are necessary for the proper pursuit of the object and to make all reasonable and necessary provision for the payment of pensions and benefits for staff and their dependants;
  6. power to co-operate with other similar organisations, voluntary bodies and statutory authorities operating in furtherance of the objects or of similar not-for-profit purposes and to exchange information and advice with them;
  7. power to establish or support any not-for-profit organisations, associations or institutions formed for all or any of the objects;
  8. power to appoint and constitute such advisory committees as the Executive Committee may think fit;
  9. power to do all such other lawful things as are necessary for the achievement of the objects.

 

E.  MEMBERSHIP

  1. Membership of the ITS-Arab shall be open to:
    1. any person over the age of 18 years interested in furthering the works of the  ITS-Arab and who have paid any annual subscription laid down from time to time by the Executive Committee, and
    2. any body corporate or unincorporated association which is interested in furthering the ITS-Arab’s work and has paid an annual subscription (any such body being called in this constitution a ‘member organisation’).
  2. Admission to membership is at the discretion of the Executive Committee. The Committee may also invite an individual/organisation to an honorary Membership of the ITS-Arab.
  3. Every member shall have one vote.
  4. Each member organisation shall appoint an individual to represent it and to vote on its behalf at meetings of the ITS-Arab; and may appoint an alternate to replace its appointed representative at any meeting of the ITS-Arab if the appointed representative is unable to attend.
  5. Each member organisation shall notify the name of the representative appointed by it and of any alternate to the secretary.  If the representative or alternate resigns from or otherwise leaves the member organisation, he or she shall forthwith cease to be the representative of the member organisation.
  6. The Executive Committee may unanimously and for good reason terminate the membership of any individual or member organisation, provided that the individual concerned or the appointed representative of the member organisation concerned (as the case may be) shall have the right to be heard by the Executive Committee, accompanied by a friend, before a final decision is made.

 

F.   By-Laws

The By-laws of ITS-Arab shall be established by the Executive Committee. The By-laws shall not contain any regulation which may be in contravention of these Constitution.

G. HONORARY OFFICERS

  1. At the annual general meeting of the ITS-Arab, the members shall elect from amongst themselves a Chairman, a Secretary and a Treasurer, who shall hold office from the conclusion of that meeting.
  2. The Executive Committee shall appoint a President who shall be the principal representative of the ITS-Arab to the Government departments and agencies, Parliaments, and other relevant organisations and who shall also be the principle policy advisor to the Executive Committee.

 

H.  EXECUTIVE COMMITTEE

  1. The Executive Committee shall consist of not less than 3 members nor more than 16 members being:
    1. The four honorary officers specified in the preceding clause;
    2. Not more than 10 members elected at the annual general meeting who shall hold office from the conclusion of that meeting;
    3. The Director General/CEO of the ITS-Arab.
  2. The Executive Committee may in addition appoint not more than 5 co-opted members but so that no-one may be appointed as a co-opted member, if as a result, more than one third of the members of the Executive Committee would be co-opted members.  Each appointment of a co-opted member shall be made at a meeting of the Executive Committee called under clause K and shall take effect from the end of that meeting, unless the appointment is to fill a place which has not been vacated in which case the appointment shall run from the date when the post becomes vacant.
  3. All the members of the Executive Committee shall retire from office together at the end of the Annual General meeting next after the date on which they came into office but they may be re-elected or re-appointed.
  4. The proceedings of the Executive Committee shall not be invalidated by any vacancy among their number or by any failure to appoint or any defect in the appointment or qualification of a member.
  5. Nobody shall be appointed as a member of the Executive Committee who is aged under 18 or who would if appointed be disqualified under the provisions of the following clause.
  6. No person shall be entitled to act as a member of the Executive Committee whether on a first or subsequent entry into office until after signing a declaration of acceptance and of willingness to act in the trusts of the ITS-Arab.

 

I.       DETERMINATION OF MEMBERSHIP OF EXECUTIVE COMMITTEE

A member of the Executive Committee shall cease to hold office if he or she:

  1. Becomes incapable or on the grounds of misconduct or mismanagement of the ITS-Arab for which that person was responsible/was aware of or contributed to/facilitated;
  2. Is absent without the permission of the Executive Committee from all their meetings held within a period of six months and the Executive Committee resolve that his or her office be vacated; or
  3. Notifies the Executive Committee, in writing, of his or her wish to resign (but only if at least three members of the Executive Committee will remain in office when the notice of resignation is to take effect).

 

J.   EXECUTIVE COMMITTEE MEMBERS NOT TO BE PERSONALLY INTRESTED

  1. Subject to the provisions of sub-clause 2 of this clause no member of the Executive Committee shall acquire any interest in property belonging to the ITS-Arab (otherwise than as a trustee for the ITS-Arab) or receive remuneration or be interested (otherwise than as a member of the Executive Committee) in any contract entered into by Executive Committee.
  2. Any member of the Executive Committee for the time being who is a solicitor, accountant, member of staff or other person engaged in a profession may charge and be paid all the usual professional charges for business done by him or her or his or her firm when instructed by the other members of the Executive Committee to act in a professional capacity on behalf of the ITS-Arab:  Provided that at no time shall a majority of the members of the Executive Committee benefit under this provision and that a member of the Executive Committee shall withdraw from any meeting at which his or her own instruction or remuneration, or that of his or her firm is under discussion.

 

K.  MEETINGS AND PROCEEDINGS OF THE EXECUTIVE COMMITTEE

  1. The Executive Committee shall hold at least two ordinary meetings each year. A special meeting may be called at any time by the Chairman or by any two members of the Executive Committee upon not less than 4 days' notice being given to the other members of the Executive Committee of the matters to be discussed but if the matters include an appointment of a co-opted member then not less than 21days' notice must be given.
  2. The Chairman shall act as Chairman at meetings of the Executive Committee. If the Chairman is absent from any meeting, the members of the Executive Committee present shall choose one of their number to be Chairman of the meeting before any other business is transacted.
  3. There shall be a quorum when at least one third of the number of members of the Executive Committee for the time being, or three members of the Executive Committee, whichever is the greater, are present at a meeting.
  4. Every matter shall be determined by a majority of votes of the members of the Executive Committee present and voting on the question but in the case of equality of votes the Chairman of the meeting shall have a second or casting vote.
  5. The Executive Committee shall keep minutes, in books kept for the purpose, of the proceedings at meetings of the Executive Committee and any sub-committee.
  6. The Executive Committee may from time to time make and alter rules for the conduct of their business, the summoning and conduct of their meetings and custody of documents.  No rule may be made which is inconsistent with this constitution.
  7. The Executive Committee may appoint one or more sub-committees consisting of three or more members of the Executive Committee for the purpose of making any inquiry or supervising or performing any function or duty which in the opinion of the Executive Committee would be more conveniently undertaken or carried out by a sub-committee, provided that all acts and proceeding of any such sub- committees shall be fully and promptly reported to the Executive Committee.

 

L.   RECEIPTS AND EXPENDITURE

  1. The funds of the ITS-Arab, including all donations, contributions and bequests, shall be paid into an account operated by the Executive Committee at such bank as the Executive Committee shall from time to time decide.  All cheques drawn on the account must be signed by at least two members of the Executive Committee.
  2. The funds belonging to the ITS-Arab shall be applied only in furthering the objects.

 

M. PROPERTY

  1. Subject to the provisions of sub-clause (2) of this clause, the Executive Committee shall cause the title to;
    1. all land held by or in trust for the ITS-Arab which is not vested in the Official Custodian for the ITS-Arab; and
    2. All investments held by or on behalf of the ITS-Arab;
  2. to be vested either in a corporation entitled to act as custodian trustee or in not less than three individuals appointed by them as holding trustees. Holding trustees may be removed by the Executive Committee at their pleasure and shall act in accordance with the lawful directions of the Executive Committee. Provided they act only in accordance with the lawful directions of the Executive Committee, the holding trustees shall not be liable for the acts and defaults of its members.
  3. If a corporation entitled to act as custodian trustee has not been appointed to hold the property of the ITS-Arab, the Executive Committee may permit any investments held by or in trust for the ITS-Arab to be held in the name of a clearing bank, trust corporation or any stock-broking company which is a member of the International Stock Exchange (or any subsidiary of any such stock-broking company) as nominee for the Executive Committee, and may pay such a nominee reasonable and proper remuneration for acting as such.

 

N.  ACCOUNTS

The Executive Committee shall comply with their obligations under the applicable rules with regard to:

  1. the keeping of accounting records for the ITS-Arab;
  2. the preparation of annual statements of accounts  for the ITS-Arab;
  3. the auditing or independent examination of the statements of account of the ITS-Arab; and
  4. the transmission of the statements of account of the ITS-Arab to the Founding Members.

 

O. ANNUAL REPORT

The Executive Committee shall be responsible for the preparation of an annual report and its transmission to the Founding Members.

 

P.  ANNUAL RETURN

The Executive Committee shall be responsible for the preparation of an annual return and its transmission to the Founding Members.

 

Q. ANNUAL GENERAL MEETING

  1. There shall be an annual general meeting of the ITS-Arab, which shall be held in the month of December in each year or as soon as practicable thereafter.
  2. The Executive Committee shall call every annual general meeting. The Secretary shall give at least 21 days' notice of the annual general meeting to all the members of the ITS-Arab.   All the members of the ITS-Arab shall be entitled to attend and vote at the meeting.
  3. Before any other business is transacted at the first annual general meeting the persons present shall appoint a chairman of the meeting.  The chairman of the Executive Committee shall be the chairman of subsequent annual general meetings, but if he or she is not present, before any other business is transacted, the persons present shall appoint a chairman of the meeting.
  4. The Executive Committee shall present at each annual general meeting the report and accounts of the ITS-Arab for the preceding year.
  5. Nominations for election to the Executive Committee must be made by members of the ITS-Arab in writing and must be in the hands of the secretary of the Executive Committee at least 14 days before the annual general meeting. Should nominations exceed vacancies, election shall be by ballot.

 

R.  SPECIAL GENERAL MEETINGS

The Executive Committee may call a special general meeting of the ITS-Arab at any time.  If at least ten members request such a meeting in writing stating the business to be considered the secretary shall call such a meeting.  At least 21 days' notice must be given. The notice must state the business to be discussed.

 

S.  PROCEDURE AT GENERAL MEETINGS

  1. The secretary, or other person specially appointed by the Executive Committee shall keep a full record of proceedings at every annual general meeting of the ITS-Arab.
  2. There shall be a quorum when at least one tenth of the number of members of the ITS-Arab for the time being, or ten members of the ITS-Arab, whichever is the greater, are present at any general meeting.

 

T.   NOTICES

Any notice required to be served on any member of the ITS-Arab shall be in writing and shall be served by the secretary or the Executive Committee on any member either personally or by sending it through the post in a letter addressed to his or her last known address, and any letter so sent shall be deemed to have been received within 10 days of posting.

 

U.  ALTERATIONS TO THE CONSTITUTION

  1. Subject to the following provisions of this clause the Constitution may be altered by a resolution passed by not less than two thirds of the members present and voting at a general meeting. The notice of the general meeting must include notice of the resolution, setting out the terms of the alteration proposed.
  2. No amendment may be made to clause A (the name of ITS-Arab clause), clause C (the objects clause), clause I (Executive Committee members not to be personally interested clause), clause U (the dissolution clause) or this clause without the prior consent in writing of the Founding Members.
  3. No amendment may be made which would have the effect of making the ITS-Arab cease to be a not-for-profit organisation.
  4. The Executive Committee should promptly send to the Founding Members a copy of any amendment made under this clause.

 

V.   DISSOLUTION / WINDING UP

If the Executive Committee decides that it is necessary or advisable to dissolve the ITS-Arab it shall call a meeting of all members of the ITS-Arab of which not less than 21 days' notice (stating the terms of the resolution to be proposed) shall be given.   If the proposal is confirmed by a two-thirds majority of those present and voting the Executive Committee shall have the power to realise any assets held by or on behalf of the ITS-Arab.   Any assets remaining after the satisfaction of any proper debts and liabilities shall be given or transferred to such other not-for-profit institution or institutions having objects similar to the objects of the ITS-Arab as the members of the ITS-Arab may determine or failing that shall be applied for some other not-for-profit purpose.   A copy of the statement of accounts, or account and statement, for the final accounting period of the ITS-Arab must be sent to the Founding Members.

 

W.           Arrangement until first annual general meeting

Until the first annual general meeting takes place this constitution shall take effect as if references in it to the Executive Committee were references to the Founding members.
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