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BUSINESS CLUB REGULATIONS

“EXTERNAL NETWORK OF THE UNION OF BILATERAL CHAMBERS OF COMMERCE ROMANIA – UNITED ARAB EMIRATES”

CHAPTER I – GENERAL PROVISIONS

Art. 1 – Name

1. The business club is named “External Network of the Union of Bilateral Chambers of Commerce Romania – United Arab Emirates”, hereinafter referred to as the “Club”.

2. The Club operates under the brand and identity of the Union of Bilateral Chambers of Commerce from Romania (UCCBR), with the explicit authorization of REUCCB.

Art. 2 – Legal Nature

1. The Club does not have its own legal personality.

2. The Club operates as an internal operational division of the company External Network of the Union of Bilateral Chambers of Commerce LLC, a limited liability company registered in Sharjah Media City Free Zone, United Arab Emirates, hereinafter referred to as the Company.

3. The Club represents the implementation form in the United Arab Emirates of the mission and objectives set out in the statutes of UCCBR / REUCCB in Romania, adapted to UAE legislation.

Art. 3 – Subordination and Control

1. The Club is fully subordinated to External Network of the Union of Bilateral Chambers of Commerce LLC.

2. The Company holds exclusive final decision-making authority regarding the existence, operation, modification, or dissolution of the Club.

CHAPTER II – PURPOSE AND OBJECTIVES

Art. 4 – Purpose

The purpose of the Club is to promote, facilitate, and develop bilateral economic, commercial, and investment relations between Romania and the United Arab Emirates, in line with the mission of UCCBR.

Art. 5 – Objectives

The Club primarily aims to:

• facilitate B2B contacts among its members;

• support bilateral economic cooperation projects;

• organize business events, forums, economic missions, and delegations;

• inform members about the legislative, fiscal, and commercial frameworks of Romania and the UAE;

• promote the interests of the Romanian and partner business communities in the UAE.

CHAPTER III – CLUB MEMBERS

Art. 6 – Categories of Members

1. The Club may have the following categories of members:

   • founding members;

   • ordinary members;

   • honorary members.

Art. 7 – Acquisition of Membership

1. Membership is acquired through approval by the Executive Council of the Club.

2. Members do not acquire any ownership, control, or participation rights in External Network of the Union of Bilateral Chambers of Commerce LLC.

Art. 8 – Rights and Obligations

1. Members may participate in the activities and projects of the Club.

2. Members shall comply with these regulations and with the decisions of the Club’s governing bodies and of the Company.

3. Failure to pay membership fees or serious breach of the rules results in loss of membership.

CHAPTER IV – GOVERNANCE STRUCTURE

Art. 9 – Mandates and Incompatibilities

1. The term of office of members of the Executive Council and the Board is 3 years, renewable.

2. Members may not use their position within the Club for political, religious, or personal purposes.

3. Any conflict of interest must be declared in writing.

Section 1 – General Principles

Art. 10 – Governance System

1. The Club operates under a dual governance system:

   • Operational level: Executive Council of the Club;

   • Strategic and representative level: Board of Directors of the Club.

2. Supreme authority belongs to External Network of the Union of Bilateral Chambers of Commerce LLC.

Section 2 – Executive Council of the Club

Art. 11 – Appointment and Composition

1. The Executive Council is appointed exclusively by External Network of the Union of Bilateral Chambers of Commerce LLC.

2. The Executive Council is composed of:

   • 1 President;

   • 10 Vice Presidents.

   • 4 Executive Directors

   • 1 Cheif Administrative Officer

   • 1 Cheif of Staff

   • 1 Secretary General

Art. 12 – President of the Club

1. The President of the Executive Council is Mr. Daniel Mihaly, acting as UAE Chapter President, as reflected in the official functions document.

2. The President represents the Club in all internal and external relations, within the mandate granted by the Company.

3. The President holds veto power over all projects, decisions, and initiatives proposed within the Club.

Art. 13 – Powers of the Executive Council

The Executive Council has an exclusively operational role, including but not limited to:

• implementation of the approved strategy;

• management of the Club’s day-to-day activities;

• approval or rejection of projects proposed by the Board;

• management of member relations;

• proposal of the operational budget to the Company.

Section 3 – Board of Directors of the Club

Art. 14 – Composition and Election

1. The Board of Directors consists of 20 members.

2. Board members are elected by vote of the Club members, according to internal procedures approved by the Executive Council.

Art. 15 – Role and Responsibilities

1. The Board has a consultative, strategic, and initiative-based role.

2. Board members may:

   • initiate projects;

   • propose partnerships;

   • formulate strategic directions;

   • contribute to the development of the Club.

3. The Board has no executive authority and may not legally or financially bind the Club or the Company.

CHAPTER V – MEMBERSHIP FEES, CONTRIBUTIONS, AND FINANCIAL REGIME

Art. 16 – Membership Fees

1. The Club charges membership fees differentiated by category of members.

2. The amount, currency, payment frequency, and due date are established by decision of the Executive Council and approved by the Company.

3. Membership fees may be annual or quarterly and are payable in advance.

Art. 17 – Non-Payment of Fees

1. Failure to pay membership fees on time results in suspension of membership rights.

2. If payment is not made within 30 days from the due date, the member is formally notified.

3. If non-payment exceeds 60 days, the Executive Council may order automatic removal of the member, without right of appeal.

Art. 18 – Other Contributions

1. For special projects, the Executive Council may establish additional contributions or participation fees.

2. Such contributions do not grant additional governance rights.

CHAPTER VI – PROJECTS AND DECISIONS

Art. 19 – Decision-Making Flow

1. Projects may be initiated by Board members or Club members.

2. Projects are reviewed and approved or rejected by the Executive Council.

3. Executive Council decisions may be invalidated through the President’s veto.

4. The Company may intervene at any time and modify or annul any decision.

CHAPTER VII – RELATIONSHIP WITH THE COMPANY

Art. 20 – Final Authority

1. External Network of the Union of Bilateral Chambers of Commerce LLC holds supreme authority over the Club.

2. The Company may:

   • amend these regulations;

   • suspend the Club’s activity;

   • dissolve the Club unilaterally, without member consent.

Art. 21 – Dissolution

1. In the event of dissolution:

   • all activities cease;

   • all membership rights are automatically terminated;

   • no member is entitled to compensation or claims.

CHAPTER VIII – FINAL PROVISIONS

Art. 22 – Applicable Law

These regulations are governed by the laws of the United Arab Emirates, while respecting the statutory principles of UCCBR.

Art. 23 – Entry into Force

These Regulations enter into force on the date of approval by External Network of the Union of Bilateral Chambers of Commerce LLC and are binding on all Club members.

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