MESIA Constitution

The Constitution of the Emirates Solar Industry Association

 

1 Establishment

1.1 There shall be established in the United Arab Emirates a group to be known as the Emirates Solar Industry Association to promote the growth of the solar industry in the Middle East region (hereinafter referred to as the MESIA).

1.2 MESIA shall be a voluntary and not-for-profit organisation.

 

2 Objectives

2.1 The main objectives of MESIA are as follows:

2.1.1 To provide an opportunity for solar professionals to meet on a regular basis through workshops, symposia, and lectures to act as a forum for the exchange of information related to current and expected solar business opportunities in the Middle East.

2.1.2 To promote the development of commerce and investment between solar providers, investors, developers, utilities, and end-users.

2.1.3 To develop collaborations with other industry associations, education and research institutions, and government entities.

2.1.4 To assist international solar companies and business people establishing or contemplating the establishment of a representative office in the Middle East.

2.1.5 To publish white-papers and research reports that would assist and support policy-makers on matters related to solar policies, standards, and product certifications.

2.1.6 To actively participate in national and international tradeshows with the aim to heighten awareness about solar energy in the Middle East.

2.2 The above list is not exhaustive and may be enhanced by the Executive Committee of MESIA to include any lawful activities which help achieve the objectives of the MESIA.

2.3 The MESIA shall not engage in any activity of a political nature.

 

3 Membership

There are five different categories of membership: Founding Member; Partner Member; Corporate Member, Basic Member and Honorary Member (“Members”).

3.1 Full Membership

3.1.1 There are four kinds of full Members (“Full Members”): Founding Member, Partner Member, Corporate Member and Basic Member; which shall have the following qualifications.

a Founding Member status shall be open to solar companies which provide solar products and/or services. This exclusive category will only be available for the first year of existence.
b Partner Member status shall be open to solar companies which provide solar products and/or services.
c Corporate Member status shall be open to solar companies established in the Middle East and which provide solar products and/or services.
d Basic Member status shall be open to corporates, individuals and/or professionals employed or contracted by solar companies established in the Middle East.

3.1.2 There shall be no restriction on the number of Full Members in the MESIA.

3.2 Honorary membership

3.2.1 [UAE nationals holding senior positions/worthy individuals] in the public or private sector may be invited by the President of MESIA after obtaining the unanimous approval of the Executive Committee, to become Honorary Members of the MESIA.

3.2.2 The number of Honorary Members shall be restricted to not more than twenty per cent. (20%) of the number of Full Members and shall not exceed the number of Basic Members.

3.2.3 Honorary Members shall not be liable to pay membership fees or any other fees related to their position as Honorary Members.

3.2.4 Honorary Members shall be eligible to attend and speak, but not to vote, at General Meetings.

3.2.5 Honorary Members shall not be entitled to transfer their membership or to nominate alternates to attend meetings in their place.

3.3 General

3.3.1 With the exception of the Founding Members, every proposed new Member shall be nominated and seconded by any Member.

3.3.2 The Executive Committee may review every application for membership and decide whether it is to be accepted or rejected and will not be obliged to give any reason for its decision. The Executive Committee shall have absolute discretion (acting unanimously) in determining whether or not an applicant is eligible for membership.

3.3.3 Every Member shall notify the Executive Committee of any impending change in its status which might affect its eligibility for membership and the Executive Committee may, at its discretion, review the status of Members from time to time.

3.3.4 Each Founding Member, Partner Member and Corporate Member shall designate an executive to represent them at a General Meeting (“Representative”). Each Founding Member and Partner Member shall be entitled to four (4) votes at any duly constituted General Meeting. Each Corporate Member shall be entitled to two (2) votes at any duly constituted General Meeting.

3.3.5 Each Basic Member shall be entitled to one (1) vote at any duly constituted General Meeting.

3.3.6 Each Founding Member, Partner Member and Corporate Member may nominate an alternate who may attend General Meetings in the absence of the Representative. The name and other relevant details of the Representative and his/her alternate shall be provided to the Executive Committee. Any change of Representative shall be notified to the Executive Committee in advance of the General Meeting.

3.3.7 A Founding Member, Partner Member and Corporate Member may not transfer its membership to another company but it may change its Representative and alternate in accordance with the provisions of this Constitution.

3.3.8 Membership shall be for a period of one (1) year (or a part year thereof). Partial year membership shall be entitled to all the rights and benefits of full year membership.

3.3.9 The Executive Committee may, in its sole discretion and upon unanimous vote, revoke any Member’s membership.

 

4 Executive Committee

4.1 General

4.1.1 The affairs of MESIA shall be administered by an Executive Committee of one (1) elected Honorary Member as Chairman and seven (7) elected Full Members whose roles and duties are outlined in section 4.2.

4.1.2 The Executive Committee shall be responsible for the day-to-day operations of MESIA as well as planning future policies, meetings, programmes, speakers and events.

4.1.3 The Executive Committee is authorised to open and operate bank accounts in the name of the MESIA. Signatories on all bank accounts shall be such officers of the Executive Committee as are designated in the by-laws.

4.1.4 The Executive Committee may engage staff and obtain office and other facilities as considered necessary, the costs of which shall be paid out of membership fees and any other revenue of MESIA.

4.2 Roles and duties of the Executive Committee

4.2.1 The members of the Executive Committee shall consist of the following positions: Chairman; President; Vice President; Treasurer; Marketing & Communications; Membership; Legal Counsel; and Research.

4.2.2 The Executive Committee will be responsible for deciding the duties and responsibilities of each officer of the Executive Committee. The titles of the elected officers of the Executive Committee may be amended at the discretion of the Executive Committee.

4.2.3 The duties of the officers of the Executive Committee shall be as set out in the by-laws of MESIA.

4.2.4 The Executive Committee may co-opt representatives from Full Members onto the Executive Committee to perform certain tasks as representatives. Such representatives shall have attendance (but not voting) rights at meetings of the Executive Committee

4.3 Election of Executive Committee

4.3.1 The Executive Committee shall be elected from amongst nominated representatives of paid up Full Members at the Annual General Meeting to be held each year, other than the Chairman who shall be an Honorary Member and nominated by the Executive Committee and elected at the Annual General Meeting to be held each year. The positions to be elected at the Annual General Meeting shall be: Chairman; President; Vice President; Treasurer; Marketing & Communications; Membership; Legal Counsel; and Research.

4.3.2 Upon election, each member of the Executive Committee shall serve for a term of one year. An Executive Committee member is eligible to be elected and serve four consecutive one-year terms.

4.3.3 Nominations for election to the Executive Committee shall be invited from the Members when giving notice of the Annual General Meeting. Every nomination shall be supported in writing by at least two Members (excluding the individual seeking election). All nominations (including confirmations) must be received in writing by the Executive Committee not less than two weeks prior to the date of the Annual General Meeting. The Executive Committee will circulate the list of nominations to Members not less than two weeks prior to the Annual General Meeting.

4.3.4 Election shall be by simple majority of the Members voting.

4.3.5 If for any reason a member of the Executive Committee is removed from office or is otherwise unable to serve a full term, the vacancy will be advised to the Members and the vacancy may be filled by the Executive Committee from any candidates that express an interest in filling the vacancy. The decision of the Executive Committee in relation to filling vacancies shall be final.

4.4 Removal or resignation of members of the Executive Committee

4.4.1 Any member of the Executive Committee may be removed by a majority vote of the members of the Executive Committee in any of the following circumstances:

a fraud;
b misrepresentation;
c illegal activity (as per the laws of the UAE);
d and not fulfilling the requirements set out at section 4.2 above.

4.4.2 In the event any member of Executive Committee is desirous of resigning their position, that member shall provide the Executive Committee with one month written notice, which notice shall include an explanation of their decision to resign. The resignation shall take effect at the Executive Committee meeting immediately following the expiration of the notice period.

4.5 Meetings

4.5.1 The members of the Executive Committee shall meet no less than every six (6) weeks during the months of September to June of each year. The date and time of all meetings, including the program for the meeting, shall be notified to the members of the Executive Committee no less than five (5) days in advance of such meeting.

4.5.2 The quorum for all meetings of the members of the Executive Committee shall be a simple majority and all actions shall be taken by a simple majority of those present at such meeting. In the event that a quorum of members of the Executive Committee are deadlocked, the President (or in his or her absence, the Vice-President) shall have a casting vote.

 

5 Fees

5.1 Every Member shall pay an annual membership fee as set out in the by-laws of MESIA. The annual membership fee will be payable on the 1st of January in each year. Annual membership fees shall be for the period from January to December in each year.

5.2 The annual membership fees shall be applied towards administrative and other costs as the Executive Committee shall from time to time determine. The Executive Committee shall have the right to levy additional fees if membership fees are inadequate to cover administrative and other costs of the MESIA.

5.3 No refund shall be made if a Member resigns.

5.4 Membership will be deemed to have lapsed if the membership fee is not paid within the time prescribed by the Executive Committee or prior to the Annual General Meeting, whichever is earlier.

5.5 Should membership lapse due to non-payment of annual fees, the affected Member may apply to the Executive Committee for readmission. Upon approval of any such application by the Executive Committee, all outstanding fees for the current membership year, plus an administration fee as may be set by the Executive Committee, shall become due and payable forthwith.

 

6 Audit and Financial Year

6.1 The fiscal year of the MESIA shall run from 01 January to 31 December.

6.2 The Executive Committee shall appoint an Audit Committee from among the Members.

6.3 The Executive Committee shall arrange for the accounts of MESIA to be prepared by the Treasurer and audited by the Audit Committee at the end of each financial year and for a report from the Treasurer to be presented to Members at the Annual General Meeting.

 

7 Changes to Constitution

7.1 Proposed changes to the Constitution shall be submitted to the Executive Committee with a request for consideration at the Annual or an Extraordinary General Meeting.

7.2 The Executive Committee shall circulate the proposed changes with the notice convening the General Meeting, unless the Executive Committee agrees otherwise such date being no later than two weeks prior to the General Meeting. All proposed changes shall require a proposer and seconder and shall be adopted if approved by a two thirds majority of the Members voting (in person or by proxy) at the duly constituted meeting for the purposes of considering the amendment.

 

8 General Meetings

8.1 The Executive Committee shall call an Annual General Meeting once each year. Business at the Annual General Meeting shall include but not be limited to: a report of the Executive Committee; the Treasurer’s report; and the election of a new Executive Committee.

8.2 The Executive Committee may also call an Extraordinary General Meeting if it becomes aware of matters of sufficient importance to MESIA which should, in the Executive Committee’s opinion, be put to the Full Members for a vote.

8.3 The Executive Committee will also call an Extraordinary General Meeting if it receives written notification signed by not less than fifteen (15) paid up Full Members requesting an Extraordinary General Meeting to be called. Such notification must include an outline of the matter, in sufficient detail, which the notifying Full Members wish to be put before the Members for a vote.

8.4 The Executive Committee shall provide Members with not less than four (4) weeks notice in writing that a General Meeting has been called.

8.5 Any Member who wishes to place an item on the agenda of a General Meeting may do so provided that he or she gives notice in writing to the Executive Committee at least two (2) weeks before the meeting. Any Member may also raise any matter to be considered, and voted upon by Members voting, by the Members present at the General Meeting.

8.6 Only paid up Full Members who have paid their membership fees two (2) weeks prior to the date of the General Meeting shall be entitled to vote at the General Meeting. Voting will be by simple majority. Proxy votes shall be permitted upon such terms as the Executive Committee may establish. In the event of a tie, the Chairman shall have the casting vote.

8.7 Each General Meeting shall be chaired by the Chairman or, in his or her absence, by the President and failing him or her, by any other member of the Executive Committee.

8.8 The quorum at the General Meeting shall be twenty-five percent (25%) of paid up Members, whether attending in person or by proxy.

 

9 By-laws

9.1 Members acting at any General Meeting or the Executive Committee at any of its meetings may make, alter, supplement and/or repeal any by-laws of the MESIA, as long as such actions are properly on the agenda of the relevant meeting and do not conflict with the Constitution.

 

10 Dissolution

10.1 MESIA shall not be dissolved except with the written consent of not less than three-quarters of the Members.

10.2 In the event of the MESIA being dissolved, all debts and liabilities legally incurred on behalf of the MESIA shall be fully discharged and the remaining assets shall be donated to such local charitable organisations as the Executive Committee shall decide.

10.3 Notice of dissolution shall be given to the Members.

 

11 Miscellaneous

11.1 Every Member shall notify the Executive Committee in writing of any impending change in status which might affect eligibility for membership.

11.2 The Executive Committee shall from time to time and in its absolute discretion review the status of any of the Members and notify such Members of any change in category of membership.

11.3 The Executive Committee shall liaise with Masdar on matters of mutual business interest.

 

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