Article 1- The Legal Framework and name of the Association

The Association exists as between its members who comply with the membership requirements in this constitutional document and in particular the provisions of Moroccan Law Decree: 1.58, 378 dated the 15 November 1985 which regulates the rights of Associations as modified by Dahir 75 -100 promulgated by Decree 1- 02 - 206 dated the 23 July 2002. The Association shall be known as the British Business Association Morocco (referred to in this document as ‘the Association’)

Article 2 - Objects

The objects of the Association are: To promote and develop relationships with any business or persons based in Morocco or elsewhere in matters of mutual benefit. This object identifies in particular matters of British business, cultural and social interests; to meet regularly to share information and ideas; to give advice and assistance to those as in sub-paragraph (1) above in particular delegations or persons visiting Morocco for reasons of trade or commerce; to provide assistance to one or more charitable associations registered in Morocco. Any Association chosen shall be determined by the membership together with the nature and extent of assistance provided, and to offer assistance to members without obligation or liability within the knowledge and experience of the Association’s membership. This provision does not affect any professional or business relationship between members. The Association shall carry out its activities in Morocco independently from political, trade union and religious organisations in accordance with Moroccan law.

Article 3 - Registered Office

The Office is at La Maison des Associations et Iniatives Locales, Route d’Agadir, Hay Hassani, Marrakech The Executive Committee may change its location as and when necessary.

Article 4 - Duration

The duration of the Association is deemed continuous subject to the provisions for termination in Article 11.

Article 5 - Membership

The Association shall consist of ordinary and honorary members. 1) Ordinary membership is acquired by any person, business or entity having paid the prescribed fee and has confirmed in writing a decision to comply with the conditions in this document and the bylaws. In particular as stated in the bylaws any application must fulfill the requirements set out which if met will confirm the status of the applicant and compliance with Moroccan law. 2) In the determination of the Executive Committee any person who warrants recognition for valued services given to or on behalf of the Association shall be given honorary membership. 3) His Excellency the British Ambassador to the Kingdom of Morocco is automatically an honorary member.

Article 6 - Financial Resources

The resources shall consist of membership fees, investments, sponsorship fees and donations received. The resources shall be used to pay liabilities ordinarily incurred including the expense of social and cultural activities. All such payments shall be subject to ongoing scrutiny and review by the executive committee. In cases when exceptional expenditure is proposed the executive committee will make its recommendation for such payment to a members meeting for approval.

Article 7 - Membership Fees

The membership fee shall be fixed at the last executive committee meeting prior to commencement of the new year. Those persons in membership at that time are required to pay the fee for the coming year at the start of the year or at latest by the first members meeting in that year. Where application for membership is made within a current year the fee payable shall be calculated by reference to the by law regulating the payment of fees.

Article 8 - Loss of membership

Where a member acts in breach of the terms and conditions in this document and/or the bylaws that member may face disciplinary action resulting in loss of membership subject to the bylaws dealing with misconduct or conduct considered unacceptable. Membership shall cease on nonpayment of the fee when payable. On cessation of membership the member will forfeit all membership rights and benefits.

Article 9 - Management and Administration

The management and administration shall be the responsibility of the executive committee comprising of members elected at a Members Meeting. The committee shall include a Chairperson, Treasurer and Secretary who are the officers of the Association for an elected period of 3 years. When a vacancy arises the election to fill that vacancy shall take place at the first available members meeting. The procedure for election to the committee is set out in the bylaws. The committee has the power to co-opt any member to meet special requirements or purpose for such period as may be necessary. The committee shall meet at least six times annually. The conduct of such meetings is the responsibility of the Chairperson or a deputy in the Chairperson’s absence. The agenda for committee meetings and the procedures for voting are the subject of the bylaws. The respective roles and responsibilities of the officers are detailed in the bylaws.

Article 10 - Members Meetings

1) Ordinary General Meetings. Meetings shall be held monthly save for the months of July and August at a venue decided by the executive committee. There must be at least one-third of the membership present for the meeting to be quorate. Proceedings relating to agenda items, notification of such meetings and voting rights are dealt with in the bylaws. 2) Extraordinary General Meetings. When such a meeting is proposed there must exist an exceptional issue concerning the affairs of the Association. It is a prerequisite that if a meeting is called for there must be at least six members in support. Before a meeting is convened those members must give at least seven days notice stating the matters to be considered. When such notification is given the executive committee has the opportunity within that period to consider the matters raised. Whilst the deliberations of the executive may not determine whether a meeting is held, reasonable opportunity must be given for the committee to resolve such issues without the need for a meeting. All amendments of the articles of association must be approved at an Extraordinary General Meeting by a quorum with a majority of at least 2/3 of the votes. Absent member’s votes may be represented by Proxy. Proxies may not represent more than two persons. Should the quorum not be achieved, a new Extraordinary General Meeting shall be held and may, this time, rule with the majority of the present members within 5 days following the first invitation. 3) Annual General Meeting. The requirement to hold a meeting is mandatory. The purpose of that meeting is to review the objectives achieved during the current year and if appropriate to consider what may be done to attain the underwritten objectives in future. At that meeting each officer will report on matters in that persons responsibility. The meeting will be held at a venue to be decided by the executive committee. The procedures for calling meetings, agenda items and voting rights are set out in the bylaws.

Article 11 - Termination

The Association exists within the framework of Moroccan law. Such law determines the existence of the Association or its termination. The membership has the right also to determine its continuance. Any proposed resolution to terminate must have the support of not less than half of the membership. The procedures for an Extraordinary General Meeting must be followed. In the event that the membership resolves to terminate the Association, the Committee has the absolute right to decide which of one or more charities receive part or whole of the liquidated assets.

Article 12 - Bank Accounts

The Association is required to hold an account in its name with a commercial bank registered in Morocco and with a branch in Marrakech. That account will hold monies received as subscriptions, donations or any monies within the Association’s remit. The officers enabled to sign cheques shall be the Chairperson and the Treasurer. All cheques must be signed by both officers. Article 13 – Third Party Liability The members are not intended to be held personally liable towards third parties because of their adherence to the association. The committee members and the committee are acting in good faith as officers of the association and shall not be personally or collectively liable for their deeds or missions.

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