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PBC-DNE Constitution & BI-Laws

Article 1 – Establishment & Name

There shall be established in Dubai a Council to be known as the Philippine Business Council to cover the territory of Dubai and Northern Emirates of the United Arab Emirates, also to be known as "PBC-DNE".

Article 2 – Mission & Objectives

2.1 Mission

The Philippine Business Council's mission is to enliven the cultural and economic exchange between the Philippines and the United Arab Emirates by promoting the development of bilateral trade, business delegations, investment, tourism; fostering the cultural and economic influence and character of the Philippine commercial scene in the Dubai and the Northern Emirates; and aiding Philippine start-ups and young creative thinkers, who are, or thinking of setting up in the country.

2.2 Objectives

The objectives of the Council shall be:

2.2.1 To provide opportunities for Philippine business entities, entrepreneurs, decision makers & professionals in the UAE by facilitating various activities of networking and exchange of information and ideas.

2.2.2 To establish and maintain networks and linkages with organizations in the Philippines and the UAE dedicated to the development of bilateral trade, investment and tourism, and exchange of business delegations.

2.2.3 To assist Philippine companies and Filipinos who are setting up, or contemplating to establish business in Dubai and the Northern Emirates.

2.2.4 To represent the Council among other business councils and other organizations of similar nature.

Article 3 – Membership

There are four different categories of membership.

a) full

b) associate

c) honorary and

d) corporate service partners

3.1 Full Membership

Full Membership shall be open to all individuals and companies in the UAE and the Philippines.

a) There are three (3) kinds of full membership: Corporate, SME and Individual

b) There shall be no restriction on the number of members in PBC-DNE. With exception of founding members, every new member shall be proposed by a member and seconded by another, in a meeting called for the purpose.

c) Members who are not Filipino citizens shall have no voting rights and shall comprise not more than twenty percent (20%) of the membership of the Council.

3.1.1 Corporate Membership

Each Corporate Member can designate their executive officers/employees to represent the company during meetings and events, prescribed as follows:

 SME  1

a) Each Corporate Member may also nominate an alternate who may attend meetings in the absence of the designated representative. The names and other relevant details of the designated representative and the alternate shall be supplied to the Executive Committee (ExCom).

b) Corporate Membership is non-transferable between existing companies.

c) Corporate & SME Membership shall be open to UAE residents

d) Process for Application

i. Any company can submit their application online.

ii. The application will be received by the Membership Committee and will be evaluated within fourteen (14) working days. Their decision shall be transmitted to the ExCom for ratification. Face to face or virtual meeting may be called for this purpose. To reach a decision, both Committees must obtain a majority vote.

iii. The result shall be communicated to the applicant. The Membership Committee and the ExCom are not bound to provide a detailed explanation of its decision to the applicant. It is presumed that both committees have exercised reasonable judgment in evaluating the application for membership.

iv. If the application is successful, the applicant shall pay the corresponding membership fees according to the level chosen. Payment can be done either through cash, cheque, wire transfer, credit card via payment link or QR code.

v. The applicant to complete the process must submit all pertinent documents such as valid trade license and Emirates ID of the owner/s of the entity.

vi. If a member fails to pay the corresponding membership fee, despite its eligibility and have passed the membership evaluation, still their membership shall be deemed deactivated. In the event, that he/it decided to reactivate its membership, the said individual/company shall pay the current rate of membership.

vii. Membership renewals are not deemed automatic and subject to an annual review by the ExCom.

3.1.2 Individual Membership

Full membership shall be open to Philippine or any citizens who are proprietors or partners of businesses, or professionals of companies established in the UAE with a valid UAE visa. Members who are not Filipino citizens shall have no voting rights and shall comprise not more than twenty percent (20%) of the membership of the Council.

3.2 Associate Individual and Corporate Membership

Individuals who are not Philippine citizens and Philippine Companies who have a representative in UAE holding a residence visa. The application for associate membership must be accompanied by a written request from the Philippine company asking the Membership Committee to consider its agent operation paying particular regard to the proportion of its activity that is related to the promotion sale of goods or service originating in the Philippines.

The Membership Committee, at its sole discretion and upon unanimous vote, may accept applications for nominations as Associate Members from Individuals who have certain close connections with the Philippines, and who have demonstrated an affinity towards the Philippines. The number of Associate Members shall be restricted to no more than 10% of the number of full members.

Associate Members shall be proposed and seconded by full members and any such application shall be subject to approval by the ExCom.

3.3 Honorary Membership

The Philippine Ambassador, The Consul-General of Dubai and the Northern Emirates, Deputy Consul-General, Vice-Consuls, the Commercial Attache, Agricultural Attache and the Labor Attache shall be Honorary members.

Non-Philippine citizens residing in UAE and are holding senior positions in the public or private sector, may be invited by the Chairman, after obtaining unanimous approval of the ExCom to become Honorary members of the Council.

The number of Honorary members shall be restricted to not more than 10% of the number of Full Members and shall not exceed the number of Associate Members. Honorary Members shall not be liable to pay entrance fees and subscriptions. Honorary Memberships are personal and such memberships are not transferrable.

3.4 Corporate Service Partners

Corporate Service Partners are similar to Honorary members but refer to companies who are offering full or partial ex-deal services that are needed by PBC-DNE to be rendered in exchange for Full Membership. All offered services shall be put under a service agreement contract officially signed and approved by the Chairman & Membership Committee and shall be treated as an annual partnership subject to yearly renewals and adjustments, if any.

Article 4 – Membership Level, Fees, Benefits & Refunds

4.1 The membership level, fees and benefits for members shall be set by the ExCom in a meeting called for such purpose. Any variation to such shall be in keeping with the mission and purpose of the Council. The ExCom has the prerogative to review and amend the table as appended in this CBL according to the operational needs of the Council and its members.

4.2 Every member shall pay an annual membership fee as established by the ExCom. Annual membership fees shall run effectively for twelve (12) months or the equivalent of one (1) calendar year. Effectivity of the membership is pro-rated from the time of issuance of prescribed membership fees and all features and benefits immediately apply up until end of the twelve (12) month and renewal fees are required.

4.3 The fees shall be fixed by the ExCom and shall be applied towards administrative and other related costs of running the Council, as the Executive Committee shall from time to time determine. The ExCom shall have the right to levy additional fees if membership fees are inadequate to cover the administrative costs of the Council.

4.4 The ExCom may provide an option for members to pay for two (2) years and avail ten (10%) discount.

4.5 No refunds are to be issued for members that will decide to resign and cancel their memberships at any point in time within their membership duration

Article 5 – Code of Conduct for Members

5.1. All members and officers of the Council including its Sub-Committees must at all times adhere to the laws and customary practice of the United Arab Emirates including the rules implemented by the Philippine Consulate in Dubai.

5.2. No member shall use drugs or illegal substances, engage in gambling and other illegal activities.

5.3. Each member must treat other members and guests with utmost respect, candor and fairness at all times; Neither shall any member engage in fraud, unfair trade, scam or multi-level marketing that is not permitted by the Federal Laws of the United Arab Emirates;

5.4. Each member must observe and comply with the internal rules, constitution & by-laws of the Council;

5.5. No member shall resort to any foul language, misbehavior, violence or destruction of properties during any events or activities of the Council;

5.6. Any violation of the above provisions shall warrant the erring member to be subject to disciplinary action up to removal as a member of the Council. In all cases, the ExCom may conduct independent investigation and administrative hearing to resolve the matter. ExCom shall be the final arbiter for any cases brought by any Sub-Committees related with the above provisions.

Article 6 - Discipline, Removal & Resignation of Members

6.1. Any member (corporate or individual) may resign from their membership by communicating the same in writing to the secretariat or the Membership Committee. Once confirmed, their names shall be deleted from the membership list.

6.2. The Sub-Committees after convening and majority decision of its officers may recommend to the ExCom to remove any of its members if he violated any of the Sub-Committees By-Laws or the Council's Constitution & By -Laws.

6.3. If the offense committed by the erring member is not grave, the ExCom may opt to suspend its membership for a period of three (3) to six (6) months along with certain conditions as it may deemed fit;

6.4. If the situation cannot be rectified and the ExCom deemed it fit that a member has to be removed from the Council after convening for the said purpose, it can privately discuss it with the person and ask him to resign from his membership.

6.5. In all decisions that has to be made under this clause, the ExCom must reach a majority vote before proceeding further.

Article 7 – Non-Renewal or Termination of Membership

7.1. If the individual or company is no longer interested to continue its membership for whatever reason or when the individual or company is no longer eligible for membership, it shall communicate the same to the secretariat or the Membership Committee. Any unused membership fee if any shall be refunded pro-rata.

7.1. If the individual or company no longer intends to renew its membership after the lapse of its membership term, it shall likewise communicate the same to the secretariat or the Membership Committee.

7.2. In the event the employee representative is no longer connected for whatever reason, with the company he or she sought to represent the company concerned shall ensure his or her replacement and communicate the same to the Membership Committee or ExCom the replacement so as not to affect their representation status.

7.3. In case of silence or inaction for about a month following the expiry of the term and despite written notification for renewal was received, the secretariat shall inform the Membership Committee and the individual or company, upon concurrence of majority of ExCom shall be removed from the membership list.

7.4. In case of breach of fundamental values of PBC, its constitution & by-laws or as a result of a disciplinary or grievance proceeding of an erring member (individual or corporate), the membership may be subject for revocation.

7.5. The ExCom has the sole discretion to assess the status of members at any time and revoke membership if members are found to be engaged in activities illegal, unethical and against the objectives of the Council.

Article 8 – Membership Committee

8.1 The Membership Committee (MC) comprising of at least three (3) members, will review every application for membership and provide recommendation to ExCom whether it is to be accepted. The MC shall determine within fourteen (14) working days whether or not a company or an individual is eligible for membership. Its decision shall be transmitted to the ExCom for final approval. Face to face or virtual meeting may be called for this purpose. In reaching a decision, both the MC and ExCom must obtain a majority vote. The ExCom has the final prerogative whether to accept or reject the recommendation made by the MC.

8.2 The role of the MC is to evaluate the potential members eligibility against the criteria set and the CBL. It may also advise ExCom on setting membership level, fees and benefits. It shall provide guidance and address questions of members relating to membership. However, setting the criteria for membership, granting and revoking membership shall be reserved to ExCom or the board for decision.

8.3 The result shall be communicated officially to the applicant. The MC and the ExCom are not bound to provide a detailed explanation of its decision to the applicant. It is presumed that both committees have utilized sound judgment in evaluating the application for membership.

8.4 If the application is successful, the individual applicant shall pay the corresponding fees and submit all pertinent documents (e.g. Emirates ID, visa, etc.) required to complete the membership. The secretariat can provide guidance to the individual applicant to complete the payment process.

8.5 Every member shall notify the MC/ ExCom of any impending changes in his status, which may affect his eligibility for membership, and the MC and ExCom will, at its discretion, be entitled to review the status of members from time to time.

Article 9 – Board of Directors/Executive Committee (ExCom)

The affairs of the Council shall be administered by an Executive Committee (ExCom) of up to fifteen (15) elected members, all of whom shall be Philippine citizens. In addition, the previous Chairpersons and the Commercial Attaché in Dubai if unanimously agreed by the ExCom may be invited to join the ExCom as ex-officio members.

The ExCom sitting in the board as directors shall have the opportunity to be elected as a Chairman, Vice-Chairman, Executive Secretary, Finance Director & other Directors designated for each program created.

9.1 Eligibility of ExCom

To be eligible for nomination to the ExCom, the following qualifications shall apply:

a.) Filipino citizen

b.) Fully paid up membership fee

c.) Good moral character

d.) Must be knowledgeable in his/her role & culturally fit

The ExCom shall be elected from amongst the nominated representatives of paid-up members of the Council at the Annual General Meeting to be held each year. The ExCom shall ensure that all nominees are eligible and compliant with the CBL, otherwise, the former may remove a member from the nominated list if it will endanger the reputation and image of the Council.

In the event that in the future all Sub Committees for every industry have been created, apart from the aforementioned qualifications, any Individual or corporate member must be a Sub-Committee Head for at least one (1) year and an Over-all Committee Head for one (1) year before being considered eligible to hold position within the ExCom.

9.2 Election Committee

9.2.1 An Election Committee will be appointed by the incumbent ExCom who will be responsible for the conduct of the elections. The Election Committee will not be eligible for nomination.

9.2.2 The composition of the Election Committee shall be decided by the ExCom to fill the following position and perform their corresponding roles:

a) Election Administrator – administers the election process, create & and implement guidelines and screen the qualifications of voting members.

b) Deputy Election Administrator – aid the Election Administrator to ensure the integrity of the election process.

c) Secretary – authenticates the eligibility of voting members and documents the election process including the final results

d) Election Observers – supervise the election proceedings and the counting of votes.

e) Adviser – the designated person who will advise the EC must be part of the ExCom.

9.2.3 The Election Committee may be formed every January of the election year.

9.2.4 It's the responsibility of the Election Committee together with its adviser to implement the Electoral Guidelines (please see Appendices) consistent and compliant with the CBL.

9.3 Election of ExCom

9.3.1 Nominations for membership of the ExCom shall be invited from the members of the Council when giving notice to the Annual General Meeting which is preferably be held on or before 3rd Saturday of February. Nominees for the ExCom should have been a paid full member for at least six (6) months at the time of the nomination and considered active member following the election. Active members for purposes of election means have attended at least 35% of hosted & partnered events of the Council for the preceding year.

9.3.2. All nominations must be received in writing or by electronic mail by the Election Committee not less than two (2) weeks before the date of the Annual General Meeting.

9.3.3 Elections shall be made by simple majority of the members voting. Proxy votes shall be permitted upon such terms as the Election Committee may establish.

9.3.4 The election shall be held every two (2) years and may coincide with the Annual General Meeting (AGM), if there is or there are vacant positions that needs to be filled to admit new ExCom member/s by election of the body and /or internally ExCom has to vote for its officer/s. In such election, the ExCom may be voted for other positions other than previously held.

9.4 Term of ExCom

9.4.1 The ExCom shall serve for one (1) term of up to two (2) years and members of the ExCom may be elected for another subsequent term up to a third term for a similar period.

9.4.2 Generally, an ExCom member is not eligible to serve for a fourth consecutive term, but must stand down for one full term before being eligible for re-nomination for election to the ExCom.

9.4.3. In case of fortuitous event, the term of ExCom may be suspended or extended, if it is evident that it would be impossible for most of the ExCom to fulfill their functions. Hence, the ExCom shall meet and decide on such matter through majority vote.

9.4.4 If for any reason, a member of the ExCom is unable to serve a full term, the Executive Committee may fill the vacancy with the next candidate with most votes in the last or if not applicable, the ExCom may call for a meeting to vote amongst themselves in order to fill up the vacuum. The vacancy must be filled within one (1) month from the date of learning about the vacancy. The new ExCom who filled the vacuum shall serve for the remaining term of the previous incumbent.

9.5 Transition Period

For seamless transition and if the circumstance warrants it, the ExCom shall agree in a meeting called for such purpose to implement a Transition Period from one (1) up to six (6) months, or under extenuating circumstance up to one(1) year, during which outgoing ExCom Members can extend their term only for the purpose of ensuring that the new set of ExCom shall be able have continuity of programs and guide the new officers or directors.

9.6 Duties & Responsibilities of ExCom

a) The ExCom shall designate the Officers of the Council.

b) The ExCom shall also elect Directors responsible for different functionalities or programs assigned by the Chairman or as agreed by ExCom, any other position that will aid the Council to carry out its mission and objectives. The ExCom shall elect the officers among its members.

c) The ExCom shall define and implement policies, programs and activities of its members.

d) The ExCom shall agree on the job responsibilities of each officers and directors either during election or in a meeting called for the said purpose. The job descriptions will be appended in this CBL.

e) The ExCom is authorized to open and operate bank accounts in the name of the Council. Signatories on the bank accounts shall be the Finance Director and two (2) other officers from the ExCom.

f) The ExCom will be appointing Sub-Committees and may invite members of the Council to assist the ExCom or serve in a sub-committee. Each Sub-Committee may establish its own rules for the conduct of its business. However, the ExCom may vary such rules if there are any provisions that are not congruent with the Constitution & By-Laws of the Council. The membership provisions of each Sub-Committee shall mirror the membership provisions of the Council. The ExCom shall be the final arbiter in any disciplinary or grievance proceedings for every Sub-Committee.

g) The ExCom may employ its own staff and obtain office and other facilities as may be considered necessary.

h) The ExCom shall have the final authority on issues relating to admission and removal of members.

i) The ExCom shall convene meetings with its members.

j) The ExCom shall carryout decisions by casting votes and must attain simple majority. ExCom cannot vote by proxy. In case of deadlock, the Chairman has a casting vote.

k) The ExCom has disciplinary powers

9.7 Leave of Absence

To ensure continuity, any ExCom member may notify the Chairman of his intent to take a leave of absence if his /her fiduciary duties can be delegated and meetings can be done virtually, especially if voting on key issues is required. However, If the leave of absence of an ExCom member would require a longer period like more than three (3) months and it might impact the board's ability to sustain itself and move forward on motions and other critical duties, it might be necessary for the said ExCom member to tender his/her resignation in order to protect the integrity of the Council. In any case, the ExCom shall convene and decide on the best way forward.

9.8 Cessation of Service of ExCom

9.8.1 ExCom's term may end in the following manner:

a.) End of term

b.) Voluntary Resignation

c.) Involuntary Resignation or Impeachment

d.) Incapacity or disability that will render him/her impossibility of performing or discharging his/her role

e.) Death

f.) If convicted of a crime relating to honesty and integrity

g.) If he/she violated material provisions that can be construed a serious breach of this CBL

9.8.2 In case of impeachment, the policies and procedure are as follows:

a.) Any member of the board or ExCom may be impeached if --

i. Cases falling under 9.8.1 f & g

ii. Unethical behavior

b.) To initiate the proceedings, any member of the Council may file a notice of impeachment to the Mediation & Advisory Committee (MAC) and stating the grounds and facts thereof;

c.) The member being impeached will receive a notice from MAC and shall be given two (2) weeks to respond to the allegations;

d.) MAC will then convene the board and decide on the merits of the case with a simple majority.

e.) MAC will notify the ExCom concerned regarding the board's decision.

9.8.3 Subsequent policies and guidelines on impeachment may be issued by ExCom, when required.

9.9 Chair Emeritus

The ExCom may reach a consensus to appoint Chair Emeritus from time to time who will serve as an advisor or consultant to the board.

9.9.1 The criteria for the ExCom to consider a person for such a post are:

a.) He/she had previously served as Chairman for the Council;

b.) Had made significant contributions & his/her expertise are needed;

c.) He/she embraces the mission, vision and strategic goals of the Council;

9.9.2 Other than advisory, the Chair Emeritus may participate in official or ceremonial events of the Council.

9.9.3 The Chair Emeritus may also attend all meetings and activities of the Council but will not have voting rights.

Article 10 – Meetings

10.1 Membership Meeting & AGM -

The ExCom shall call Membership Meetings and Annual General Meeting every year. Business at the Annual General Meeting shall include (but is not limited to) a Report of the ExCom, election of the ExCom and election of Auditor. The ExCom shall inform members not less than four (4) weeks in advance, about the scheduled Annual General Meeting.

10.1.2 In adopting resolution, a simple majority of all registered members (50% + 1) shall be attained. If such condition is not fulfilled, the meeting shall be postponed until such time that a quorum is obtained. Simple majority of members present is enough to pass a resolution.

10.2 Special Meeting

The ExCom may also call a Special Meeting either virtual or physical in two ways:

a) if it becomes aware of matters of sufficient importance to the Council, which should, in the ExCom's opinion, be put to the members for a vote and where such time frame does not coincide with the Annual General Meeting;

b) if it receives written notification signed by no less than seven (7) paid Full members of the Council that they wish for an Extraordinary General Meeting to be called. Such notification must include an outline of the matter, which the group wishes to be put before the members for a vote.

Article 11 – Election

11.1 Only paid full members of the Council shall be entitled to vote at an Annual General Meeting.

11.2 The quorum required for election is simple majority (50%+1).

11.3 Elections will be by simple majority and proxy votes will be permitted on such terms as the Election Committee may establish.

11.4 Full members are entitled to one vote each for their respective Sub-Committees to elect their Sub-Committee Head and officers. Each Sub-Committee Head will have 1 vote each for their Over-all Committee Head. Each Over-all Committee Head shall then have 1 vote for the Directors under the ExCom. This provision applies whenever necessary.

11.5 To promote balanced representation in the ExCom, only one (1) voting right will be allowed for members employed in the same company. In such cases, the members in the same company will choose the one (1) voter among themselves.

Article 12 – Sub-Committee & Over-all Committee Heads

Corporate and Individual Members may fall under a specific sub-group within the Council known as a Sub-Committee. ExCom members are ex-officio members of every Sub-Committee created under the Council. The ExCom will designate among themselves who will be the Council's representatives in all its meetings and activities whether online or physical event.

12.1 Members of each Sub-Committee must be a duly paid full member of the Council and may hold its own set of elections for their own officers so they may be able to conduct regular activities known to the Council which may include, but is not limited to the following:

a) Regular meetings and group assembly of members including the ExCom representative;

b) Events and activities requiring funds and sponsorships duly approved by the Over-all Committee Head and the ExCom.

12.2. Appointed Sub-Committee Heads from the various sub-committees are then required to appoint their representative through an election, known as the Over-all Committee Head and is responsible to orchestrate and streamline the proposed activities of the various Sub-Committees under the Council.

12.3 For activities requiring PBC-DNE's representation and active implementation, only the activities duly approved by the Over-all Committee Head can be endorsed to the ExCom.

12.4 Both Sub-Committee Heads and Over-all Committee Heads may serve under held positions for no longer than Two (2) terms, if re-elected, with one (1) year each term, and is non-extendable.

12.5 To ensure that every Sub-Committee under the Council are given the required support and guidance over their programs and projects prior to implementation, a monthly update is expected to be shared with the ExCom.

12.6 The Sub-Committee is expected to elevate the result of any grievance procedure to the ExCom for final decision. The Sub-Committee officers shall be responsible to know all the facts and the sides of each party and convey the same to the ExCom. In such a case, the ExCom shall convene to hear the administrative case and decide collectively. The decision of the ExCom shall be transmitted to the Sub-Committee officers for implementation.

12.7 The qualifications and disqualifications of Sub-Committee Heads & Over-all Committee Heads shall be governed by the ExCom and this Constitution.

12.8 The Code of Conduct of its members shall be the same and the ExCom shall be the final arbiter for all cases related to all Sub-Committees.

Article 13 – Working Committee

Each member of the ExCom can create a Working Committee (WC) with a minimum of 3 members up to 7 depending on the scale of the project, that will operate as a task force for short period of time or for special events and programs. The ExCom concerned may appoint members from the active members list in order to assist and support its project or programs assigned to each director. Their appointment shall be co-terminus with the plan or project assigned. The privileges or incentives that will be accorded to the members of the WC for the volunteer work they will render shall vary from time to time depending on the decision of the board and the capacity of the Council

Article 14 – Mediation & Advisory Committee

14.1. The Mediation & Advisory Committee (MAC) shall be an adhoc committee that will be composed of the Chairman & Vice Chairman as ex-officio members, selected ExCom members and other individual/s that may be invited, who exhibits impartiality and fairness.

14.2 Any claims or complaints may be received by MAC in writing or through a meeting called for the said purpose.

14.3 In hearing any grievance, MAC shall refer to the CBL that governs the conduct of its members. All cases shall be treated with strict confidentiality.

14.4. If the case originated from the Sub-Committee where the erring member is from, MAC shall ensure that its In-House Rules have been considered. In all cases, the CBL prevails.

14.5 All cases brought before MAC shall be heard within fourteen (14) days from the filing of complaint and shall be decided no later than a month. The decision shall be formally communicated in writing to the member concerned.

14.6 If the subject offense refers to a transgression of existing local laws, MAC cannot preclude the natural operation of law and may redress the grievance focusing solely on the code of conduct violated and the subsequent effect in its membership.

14. 7 The penalties that may be imposed by MAC can be fine, suspension, forced resignation or revocation of membership depending on the gravity of the offense. If the offender is a member of ExCom, impeachment proceedings may apply.

Article 15 - Information

The ExCom shall maintain an up-to-date list of all members. The Executive Committee will, at its discretion distribute circulars to members containing information or news considered to be of interest to members. Full minutes and details of meetings shall be open to members upon written request.

Article 16 – Audit & Financial Year

16.1 The fiscal year of the Council shall run from 2nd Monday of March each year.

16.2 The Council shall have an auditor who shall be appointed by the ExCom.

16.3 The ExCom shall arrange for the accounts of the Council to be audited at the end of each financial year to be reported by the auditor in the 1st Quarter Membership meeting.

16.4 In the Annual General Meeting, the Treasurer will present the interim financials to the members.

Article 17 – Modification

17.1 Proposed changes to the Constitution shall be submitted to the ExCom with a request for consideration at the Annual or Extraordinary General Meeting. The ExCom shall circulate the proposed changes with the notice convening the meeting. All changes shall be properly proposed, seconded, and adopted if approved by a simple majority (50% +1) of the members voting at the meeting.

17.2 The ExCom at any meeting may make, alter, supplement and repeal the Constitution & By-Laws of the Council, as long as such actions are properly on the agenda of the meeting and do not conflict with this constitution or with the laws of Dubai and UAE. All members will be promptly notified of changes in the By-Laws.

17.3 Changes to the constitution require support from 30% of the members before giving proposed to the ExCom.

17.4 In case of amendment required to address an immediate need of the Council, the ExCom shall convene and decide on the provisions that needs to be changed without the need for calling for a general meeting. The approved clause/s shall be posted in the Council's website for a two-week period and notice of amendment shall be sent out to all members via email.

Article 18 – Governing Law & Dispute Resolution

18.1 This Constitution and By-Laws are governed by the Federal Laws of the United Arab Emirates and supplemented by the laws and regulation of the Philippine Government.

18.2 In the event of any disputes among its members or guests arising from or in connection with this Constitution & By-Laws, the Council shall amicably resolve the matter between the parties. If the matter cannot be resolved, the Council shall invite any associate member, honorary member or ex-officio member from the Philippine Government to mediate between the parties. This however, does not preclude the Council to exhaust other remedies available under the law.

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