Article 1.  Membership


I. Sustaining Members.


Sustaining Members shall be organizations, firms, or educational institutions engaged on a substantial scale in the fields of interest of IBPSA-UAE.  The Sustaining Member shall appoint one official representative to represent the organizational interests.


II. Members.


Members shall be individuals whose experience in one or more aspects of the fields of interest of IBPSA-UAE qualifies them to make individual contributions to the work of the Association.


III. Student Members.


Student members shall be individuals who are pursuing an academic career and are presently enrolled in a recognized university in one or more aspects in the field of IBPSA-UAE, subject to approval by the Board.


IV. Honorary Members.


Honorary Members shall be individuals so recognized by the Board for their outstanding services in furthering the cause of IBPSA-UAE over a period of years.


V. Applications for Membership.


Applications for membership shall be transmitted in writing to the Secretary for consideration by the Board.  In the case of organizations, the application must be accompanied by information about the legal status, the program of work and the staff of the organization.  In the case of individuals, information must be given about the applicable experience and activities of the person concerned.  The Board shall determine the acceptability of the applicant and assign the class of membership.


VI. Privileges and Obligations.


All members shall be entitled to take part in the activities of IBPSA-UAE, subject to constitutional or special provisions by the management of IBPSA-UAE made in view of the effectiveness of the activity concerned, and to receive regularly information on the progress of activities of IBPSA-UAE.  All members shall have the right to participate in General and Special Meetings of IBPSA-UAE but the right to vote shall be subject to the provisions for voting as contained in the present By-Laws.  All members on joining IBPSA-UAE shall undertake to observe the IBPSA-UAE Constitution and By-Laws and all obligations arising therefrom; they shall also accept the obligation to contribute to the accomplishment of the activities of IBPSA-UAE according to their particular competence; they shall be entitled to submit proposals for national and international cooperation within the framework of IBPSA-UAE for consideration by the Board of IBPSA-UAE, which shall indicate its decision on the proposals within a period of six months from its submission.


All members may submit any communication for consideration by a General or Special Meeting of IBPSA-UAE; such communications must reach the Secretary not less than six weeks before the date fixed for the meeting and the communication shall be supplied to the Secretary with sufficient copies to enable such communication to be circulated to all members of IBPSA-UAE.  They must be submitted in one of the official languages of IBPSA-UAE.


Members shall accept the obligation to pay an annual membership fee according to a system of calculation determined by the Board and approved by the general membership.


VII. Resignation and Termination.


A member wishing to terminate his membership may do so at the end of the calendar year subject to 90 days notice.  Resignations and terminations of membership shall be transmitted in writing by registered letter to the Secretary.  If a membership fee due for a given year has not been paid before the end of the next year, such member shall be considered to have resigned.


VIII. Suspensions and Expulsions.


The Board may suspend, by a vote of at least two-thirds (2/3) of the members present and until the next session of the general membership, any membership in IBPSA-UAE for conduct deemed prejudicial to the interests of IBPSA-UAE.  The member is liable to expulsion by decision of the general membership on the proposal of the Board.  Such proposal must be put before the general membership and an opportunity shall then be provided for the member to be heard.



Article 2.   Meetings.


I. Meetings of Membership.


General and Special Meetings shall consist of all members of IBPSA-UAE.  Meetings shall be held at such time and place as the Board may decide and in accordance with the provisions of the IBPSA-UAE Constitution.


II. Notice of Meeting.


Meetings shall be convened on behalf of the Board by the Secretary who shall give to all members at least three (3) months’ notice of the holding of a General Meeting and at least one (1) month’s notice of the holding of a Special Meeting.  The agenda shall be circulated by the Secretary to all members not less than two months before the date fixed for the meeting and the supporting documents shall be circulated not less than one month before the meeting, unless special provisions have been made for particular documents in these By-Laws.


III. Duties of General Membership.


Each General Meeting shall discuss and approve the general policies of IBPSA-UAE and the conduct of IBPSA-UAE finances and authorize the Board to implement them.  The principle of the system for calculation of membership fees shall be examined and approved by the General membership.  New members of the Board and new Officers of IBPSA-UAE shall be elected at each General Meeting as required in Article 3 of these By-Laws.  The Board may place before each General Meeting such other business as they may from time to time decide.


IV. Quorum and Voting.


At meetings a simple majority of the legal representatives of all Full Members shall constitute a quorum.  Decisions of the membership shall be taken by a simple majority of those present unless otherwise required by the IBPSA-UAE Constitution and these By-Laws.  Votes by proxy are allowed.


For urgent decisions that cannot wait until the meeting of the membership the Board may take votes by correspondence, that shall be submitted by mail.  The proposals put forward shall then be communicated to all members by post by the Secretary and the voting list shall be closed whenever all members have cast their vote or three calendar months after the date of dispatch of the proposal to members.  In such cases a simple majority of all members shall constitute a quorum.



Article 3.  Management.


I. Board.


The management of the affairs and property of IBPSA-UAE shall be the responsibility of the Board, assisted by Committees of the Board and the General Secretariat.  The Board shall consist of four (4) elected Officers, the immediate Past President, and not more than ten (10) other members.  All members of the Board shall be individuals who have particular experience in the field of interest of IBPSA-UAE.


II. Officers.


The elected Officers of IBPSA-UAE shall be a President, a Vice President, a Treasurer and the Secretary.  They are elected from amongst the representatives of the members.


III. Election of Board.


At each General Meeting held biannually, the four (4) elected Officers, and not more than ten (10) Directors, who are representatives of all members, shall be elected to the Board.  All will hold office for a period of two (2) years or until the next General Meeting when their successors have been elected and qualified.


The retiring Board shall submit nominations for the new Board to the General Meeting.  These proposals shall be sent to all Members by mail at least three months before the General Meeting.  Members may submit further nominations by mail that must be received by the Secretary at least one month before the General Meeting.


IV. Re-Elections.


All members of the Board shall be eligible for re-election for a second term.  The officers shall not be eligible for immediate re-election to their respective offices.


V. Vacancies.


The Board shall be entitled to fill any vacancy occurring in the elective offices of IBPSA-UAE until the next General Meeting.


VI. Meetings of the Board.


The Board shall meet at least once in each calendar year, to conduct the business of IBPSA-UAE.  Such other meetings as the Board may itself from time to time consider necessary may be held, on such notice as the Board may prescribe.


The meetings of the Board shall be convened by the Secretary on behalf of the President, or in the President’s absence, on behalf of the Vice President.


The agenda and the supporting documents shall ordinarily be circulated by the Secretary to all invited participants not less than one month before the date fixed for the meeting; the Board may deviate from this principle with regard to documents of which the preparation is subject to particular circumstances.


VII. Committees of the Board.


To assist in the work of managing the activities of IBPSA-UAE, the Board shall appoint Standing Committees for specific purposes, as specified in Article 5 of these By-Laws.


VIII. Report of Board.


At each General Meeting a report upon the various affairs of IBPSA-UAE and a financial report for the term just closing shall be submitted on behalf of the Board respectively by the President and the Treasurer.  Audited financial reports concerning the preceding two calendar years shall be available at each General Meeting for inspection by interested members.  There shall be submitted to each General Meeting, resolutions providing for the ratification and confirmation of all acts of the Board during the preceding term.


IX. Quorum and Voting.


Eight Directors (8) serving on the Board shall constitute a quorum provided that the President, or in his absence, the Vice President, is present in the meeting of the Board.  Decisions of the Board shall be taken by a simple majority of those present, unless otherwise required by these By-Laws.



Article 4.  Powers and Duties of Officers.


I. The President.


The President shall preside at the General Meeting and at meetings of the Board.  He shall represent IBPSA-UAE in all civil matters.  He/She shall be ex officio a member of all Committees of the Board of IBPSA-UAE.


II. The Vice President.


The Vice President shall assume the normal powers and duties of the President in the event of his continued absence or disability, and any other duties assigned by the Board.


III. Treasurer.


The Treasurer, under the direction of the Board, shall be responsible for the collection and disbursement of all funds of IBPSA-UAE.  He shall supervise the day-to-day management of IBPSA-UAE finances by the Secretary.  All funds, securities and investments shall be deposited in the custody of a bank designated by the Board.  The Treasurer shall keep records of all financial transactions and of the funds, securities and other investments of IBPSA-UAE.  He/She shall submit an audited report to the Board on the financial results of the year just past.  In the absence of the President and the Vice President, the Treasurer shall preside at the meeting.


IV. The Secretary.


The Secretary shall, in accordance with the IBPSA-UAE By-Laws and under the instructions of the Board, assist the membership, the Board and the Committees of the Board in the execution of their programs of work and in the progressing and coordination of the activities of IBPSA-UAE.  He/She shall ensure that all members will receive regularly information on the activities of IBPSA-UAE.  He/She shall carry out the administrative and financial tasks required and convene the meetings of the membership, the Board, and Committees of the Board, on behalf of their respective chair.  He/She shall maintain general liaison with other organizations and represent IBPSA-UAE whenever the Board so decides.  He/She shall be ex officio a member of all working committees, steering groups and any other groups set up for the accomplishment of a particular activity within the framework of IBPSA-UAE. In the event of his disability to fulfill his/her tasks, the President shall take, in consultation with the Treasurer, such steps as may be appropriate to the continued functioning of the General Secretariat until the next meeting of the Board.  In the absence of the President, the Vice President and the Treasurer, the Secretary shall preside at the meeting.


V. Adjunct Staff.


To assist the officers and the Directors in the performance of their duties, the Board is empowered to hire such staff as necessary to fulfill the operation of IBPSA-UAE



Article 5.  Committees.


I. Duties of Committees.


The standing Committees of the Board, referred to in Article 3, Item VII, of these By-Laws, shall be empowered to execute for the Board such duties as the Board will entrust to them within the limits of specific terms of reference and all actions of the standing Committees shall be subject to ratification by the Board.  Other committees of the Board, set up for specific purposes, shall have an advisory character.  All Committees shall report directly to the Board.  The meetings of Committees shall be convened by the General Secretariat on behalf of the respective Committee Chairs and in consultation with the President.


II. Working Committees.


The Board may, on its own initiative or at the suggestion of any member of IBPSA-UAE after due consideration, establish Working Committees, each consisting of two or more members, including at least one Director, to accomplish a specified study or project which is in conformity with the overall objectives of IBPSA-UAE.  The terms of reference for such committees shall be affixed by the Board.


III. Guidance Notes.


The Board shall maintain guidance notes for all Committees, specifying certain operating procedures and such rules of voluntary national and international discipline required for ensuring the effectiveness of IBPSA-UAE.  These guidance notes also shall include requirements for giving due notice of meetings and for reporting progress to IBPSA-UAE Members that are not represented in the committee.


IV. Cooperation with Other Organizations.


By specific decision of the Board the work of any IBPSA-UAE Committee may be sponsored jointly with other National or International Organizations that have particular competence concerning one or more aspects of the object of the Committee.  The organization and coordination of the work shall in such cases preferably be entrusted entirely to one of the collaborating National or International Organizations.


V. Termination.


The Board shall keep under review the operation of all IBPSA-UAE Committees.  The Board may dissolve the Committee by written notice to all of its members.



Article 6.  Other Activities.


I. Other Activities.


In implementing its stated purpose, IBPSA-UAE also may engage in cooperative endeavors with other interested agencies, in arranging technical meetings of public, semi-public or closed character, in issuing specific publications and in any other activity which can assist in achieving the aims of IBPSA-UAE.


II. Cooperative Projects.


The Board shall encourage the undertaking of cooperative programs by two or more IBPSA-UAE Member Organizations.


III. Work for Others.


The Board may authorize the undertaking of work under its authority and in its fields of interest for other organizations upon a basis of payment to be mutually agreed upon in each particular case.



Article 7.  Publications.


Consistent with the stated purpose of IBPSA-UAE the Board shall arrange for the regular publication and distribution of appropriate volumes, papers, pamphlets, journals and other media of communication for making publicly available for national and international use the results of its work.  The right to publish results of any work undertaken under the auspices of IBPSA-UAE is in the hands of the Board of IBPSA-UAE.  The Board will approve any publication to be issued with the authority of IBPSA-UAE.  Voluntary assistance with the work of producing IBPSA-UAE publications shall be a general responsibility of all members.  To the extent that is possible all publications shall be at least self-supporting financially.



Article 8.  Finances.


I. Financial Year.


The fiscal year for IBPSA-UAE shall coincide with the calendar year.


II. Monetary Unit.


For the financial administration of IBPSA-UAE the Board shall determine the monetary unit that shall be applied, subject to ratification by the General Membership.  The monetary unit used for the calculation of fees shall be the AED, unless a different decision is made by the membership.


III. Annual Fees.


The annual membership fees, as determined by the Board for all grades of membership, shall be wholly paid, either at once or in installments during the first three quarters of each year.  The Secretary shall send requests for payment within the first two months of each year.  In order to assist with the efficient functioning of IBPSA-UAE, the Board is empowered to deviate in a provisional and restricted manner from the approved system of calculation, but only in exceptional cases and subject to ratification by the next General Meeting; no permanent exemption from payment of fees in arrears of from payment of fees in accordance with the approved system may be granted by the Board.


IV. Budget.


The Secretary shall, in consultation with the Treasurer, prepare annually a budget for the ensuing year for approval by the Board.


V. Funds.


The resources of IBPSA-UAE shall consist of:  membership fees; income from the sales of publications, patents, licenses, products, services, or copyrights; funds from outside organizations for the accomplishment of particular tasks; receipts from certain organized meetings; gifts and bequests which may be accepted at the discretion of the Board.


VI. Audit.


The yearly financial reports to the Board referred to in Article 4, Item III, of these By-Laws, shall be audited by a firm of certified public accountants appointed by the Board, and approved by the General Membership.  The reports of the auditors shall be filed in the office of the Secretary, shall be available for inspection by interested members at the General Meeting and shall be open to inspection by members at all times.



Article 9.  Rules of Procedure.


For the efficient conduct of its own operation and of the detailed conduct of the activities of IBPSA-UAE, the Board may develop Rules of Procedure.  The Rules of Procedure then current shall be available in the office of the Secretary at all times for inspection by any member of IBPSA-UAE.



Article 10.  Disputes.


Disputes between members concerning the functioning of IBPSA-UAE and the interpretation of the By-Laws which cannot be settled amicably shall be submitted to a board of arbitration consisting of three members, one member to be chosen by each of the parties to the dispute and the third member, who shall act as chair, to be appointed by the Board.  The Arbitration Board shall establish its own rules of procedure.



Article 11.  Amendments of the By-Laws.


Amendments of these By-Laws may be made by a General or Special Meeting of IBPSA-UAE.  The Board may itself sponsor a proposed amendment.  It may also receive a proposed amendment sponsored by at least three Members and shall in such case examine the proposal and add its opinion about the proposal before its submission to any meeting of IBPSA-UAE.  Any amendment proposed not less than three months before the next General or Special Meeting of IBPSA-UAE shall be set forth in the notice of such meeting for decision.



Article 12.  Dissolution.


Proposals for the dissolution of IBPSA-UAE shall be submitted in the name of at least half the members and dissolution shall be subject to a majority vote of at least three-quarters (3/4) of the voting members. The General Meeting or failing that, the Board shall appoint the liquidators and determine the principles of liquidation.