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Article 12

The Chamber’s general organizational structure shall be as follows:
· The Board of Directors
· The Executive Bureau of the Board or Directors
· The Chamber’s Committees
· The Chamber’s Administrative Body.

Article 13
The Board of Directors:

The Board of Directors shall consist of a maximum of twenty six members to be appointed by a decree issued by the Ruler and chosen among competent and experienced people in conformity with Article No.15 of this Law. The term of the Board’s membership shall be a renewable three-years term.

Article 14
The powers of the Board of Directors

The Board is the authority assigned to supervise the Chamber’s activities and manage its affairs. It shall undertake the measures and make the decisions that it may deem appropriate for the fulfillment of the Chamber’s objectives within the framework of the jurisdiction and authorities assigned thereto.

The Board’s powers shall include in particular the following:
1. Planning the Chamber’s general Policy, adopting the programs and activities within it’s jurisdiction, and orienting the same in accordance with the requirements of the economic development and the country’s needs.
2. Proposing draft laws and decrees related to the Chamber and its affairs and functions and any amendments thereto.
3. Adopting the Chamber’s annual budget and its final statements of accounts for the last financial year.
4. Approving the receipt or grant of endowments and donations, and approving loan contracts.
5. Approving the conclusion of agreements and contracts of cooperation with other chambers, associations or bodies in domains of matters of interest to the Chamber.
6. Organizing outgoing trade delegations and missions as well as promotional tours aiming to consolidate the Emirate’s foreign trade relations or to promote its economy and to introduce the investment opportunities available in the Emirate.
7. Sending employees of the Chamber on education missions abroad for specialized or post graduate studies.
8. Issuing the Executive Regulations, other by-laws, decisions, and instructions regulating the Chamber’s administrative, financial and organizational affairs.
9. Expressing its opinion regarding the issue referred to the Board by the Ruler or any of the governmental institutions or bodies.

Article 15
Requirements for the Board’s Membership
A person appointed to be a member of the chamber’s Board of Directors shall fulfill the following criteria:
1. Be a united Arab Emirates National.
2. Practice a commercial, industrial, agricultural or vocational activity or any related service in the Emirate for at least eight consecutive years, or at least five consecutive years if he has an academic degree form university or a high institute.
3. Have not ever been convicted of a felony or any crime contradicting with honor and honesty. Have not declared bankruptcy unless rehabilitated.
4. Be a member of the Chamber during the period indicated in paragraph “2” above.
5. Be at least thirty-five years old, or twenty-eight years old if he holds a university or a high institute degree.
In exception to the provisions of paragraphs Nos. (2), (4) and (5) hereinabove, the Ruler may appoint one third of the Board’s members without being bound by the above criteria.

Article 16
Forfeiture of the Board’s membership
a. A member of the Board shall forfeit his membership in any of the following cases:
1. If the presents a written request to waive his membership and his request is accepted by the Board.
2. If he loses one or more of the criteria indicated in Article XV herein above
3. If he fails to attend three consecutive meeting or five scattered meetings of the Board during his term without presenting a written excuse acceptable to the Board.
4. Death
In all cases, the Board shall present to the Ruler its recommendation on the cancellation of the membership of the person subject to any of the provisions stated in this article. The Ruler shall then appoint a substitute.

b. The Board’s term shall be considered as expired if the number of the Board’s members is reduced to less than half. In his case, the Ruler shall appoint a new Board in conformity with the provision of this Law.

Article 17

a. The Chairman of the Board, the two Vice-Chairmen’s and the members of the Executive Bureau shall be elected during the first duly convened meeting of the Board to be held within two weeks from the date of the appointment decree issued by the Ruler. The meeting shall be presided over by the eldest member until the election procedures are completed.
b. The election shall be carried out by secret ballot. Any member may be a candidate to the post of Chairman, Vice-Chairman, or member of the Bureau. Whoever obtains the highest number of votes shall be elected as Chairman, Vice-Chairman or Member of the Executive Bureau.
c. A Board’s member may be entitled to a fixed remuneration to be determined by the Ruler of the Emirate in compensation for his commitments in attending the Board’s meetings, contributing to the activities and events organized by the Chamber, and carrying out the tasks assigned to him by the Board.
d. If after the expiration of any Board’s term no new Board is appointed, or if the new Board did not meet to elect the Chairman, Vice-Chairmans, and members of the Executive Bureau, the old Board and Executive Bureau shall continue to fulfill their functions until the new Board is appointed or the elections take place.

Article 18
The Board’s Meeting
a. The Board shall meet regularly at least once every three months upon the invitation is sent to the members ten days prior to the date of the meeting. The meeting’s agenda shall be enclosed with the invitation.
b. In urgent cases as determined by the Chairman of the Board, the Board may be convoked only three days prior to the date assigned for the meeting.
c. The Board may be convoked upon the request of the Board’s Executive Bureau. The Board may – in exceptional cases – be convoked upon a written request signed by at least six members.
d. The Board’s meetings shall be valid if attended by more than two thirds of the members, including the Chairmans. If the quorum is not established, within a maximum period of one week from the first assigned date. The second meeting shall be valid if attended by at least half of the members.
e. The Board’s decision shall be made by the majority of the votes present at the meeting. The Chairman shall have a casting vote in the case of equal votes.
f. The Executive Regulations shall determine the provisions related to the holding of the Board’s meetings, their proceedings and the rules for election and voting.

Article 19
The Board’s Executive Bureau
The Board shall have an Executive Bureau that shall supervise the Chamber’s financial and administrative affairs in conformity with the Executive Regulations and the decisions made by the Board. The Bureau shall consist of :
· Chairman
· First Vice-Chairman
· Second Vice-Chairman
· Treasurer
· Vice-Treasurer
· Two Members of the Board

Article 20
The Chairman’s Tasks
a. The Chairman of the Board shall have the following tasks:
1. Presiding over the Board’s and the Executive Bureau’s meetings, managing and convening them.
2. Representing the Chamber before the judicial authorities, bodies, institutions and other parties. He may depute and other person for such tasks.
3. Attending meetings and conferences and other events and activities organized by the Chamber.
4. Signing agreements and contracts concluded by the Chamber
5. Ratifying the minutes of meetings, regulations, decisions and instructions; and signing letters issued by the Board and Executive Bureau.
6. Ordering payments from the Chamber’s funds or effecting commitments in respect of Chamber’s expenditures, signing payment orders, documents and instruments, contracts, and all financial transactions within the limits and powers determined by the Chamber’s bye-laws.
7. Presenting the annual report to the Board on the affairs and activities carried out by the Chamber including his suggestions for development.
8. Any other tasks assigned by the provisions of this Law or the Chamber’s by-law, or assigned by the Board in conformity with its powers.
b. When absent, the Chairman shall be replaced by the Vice Chairmans consecutively, who shall be vested with the powers granted to the Chairman. The Chairman may depute any of the Board’s members, the Director General, the Deputy Directors or a Director of any of the departments to fulfill certain tasks or any urgent matter under his jurisdiction.

Article 21
The Chamber’s Committees

a. Permanent committees in the Chamber shall be found formed by Board decision to tackle commercial, economic, industrial, public relations and legal matters and other issues related to the Chamber’s objectives and functions which need continuous follow up by holding regular consecutive meetings.
b. The Chamber may form Sub-Committees affiliated to the permanent committees in order to look after any special matters related to any of the commercial the practices of the Chamber’s members of their activities in those sectors.
c. The Chamber may also form ad hoc or Technical Committees assigned to fulfill a certain task having an incidental nature or a specific period during which it has to be accomplished. They may be assigned to assist any of the Chamber’s departments in the accomplishment in the accomplishment of a certain assignment.
d. Committees shall be formed from the Board’s members or Chamber’s staff or members. Committees may approach experts and specialists and others from governmental or private institutions and bodies as the Chamber may deem appropriate either for the proper composition of such committees or to have their relevant opinions.
e. The Executive Regulations shall determine the types of committees, the rules of their formation, their functions and how to convene and organize their meetings.