LBCK Charter

Lebanese Business Council in Kuwait Charter

I. Section One – Establishment

1. The Lebanese Business Council in Kuwait, herein after referred to as “LBCK ” shall be established in the State of Kuwait and shall at all times meet either in the Lebanese Embassy headquarters in Ku wait or the Lebanese Ambassador to Kuwait residence.
2. The LBCK is a non-profit, non-governmental organization that gathers Lebanese business groups and individuals residing in Ku wait to promote the Lebanese businesses in the State of Kuwait and develop the relations between Kuwait and Lebanon.
3. The LBCK is strictly a non-political and non-religious organization and no political or religious matters are to be discussed within LBCK meetings or otherwise.
4. The LBCK is hereby established under the patronage of the Lebanese Embassy in Kuwait.

II. Section Two – Objectives

1. The objectives of the LBCK are as follows:

a) to enhance the networking relationships between the Lebanese business community in Kuwait and the Kuwaiti business community and governmental bodies;
b) to raise awareness regarding the Lebanese companies, products, services and businesses in Kuwait;
c) to promote and foster the development of trade and tourism (in all of its types) between Lebanon and Kuwait;
d) to promote and foster investment in different business opportunities in Lebanon by investors in Kuwait;
e) to interact and collaborate with similar business groups in Kuwait as to maximize the business network;
f) to develop and strengthen the relations between the Lebanese business community members in Kuwait and provide networking opportunities for them to share experience and business information;
g) to support all kind of cultural events that contribute to highlight the Lebanese heritage and to interact in a positive way with Kuwait cultural associations; and
h) to assist the Lebanese community in Kuwait in all possible ways.

Ill. Section Three – Membership

1. Types of Membership

The types of membership that the LBCK offers are as follows:

a) Corporate Membership – available to:

i. Companies and business establishments validly existing in the State of Kuwait.

Each corporation shall nominate a senior employee as its point person in LBCK. Corporate Members are to pay membership fees as det ermined by the LBCK Board of Directors (refer red to in this Charter as “Board”) from time to time.
b) Individual Membership – available to:
i. Lebanese nationals residing in Kuwait;
ii. Kuwaiti citizens who are willing to accept this Charter provisions; and
iii. Residents of Kuwait of other nationalities who are willing to accept this Charter provisions.
Individual Members are to pay membership fees as determined by the LBCK Board from time to time.

c) Honorary Membership
The Lebanese Ambassador or the Head of Mission, the Deputy Head of Mission, and the Economic Attaché of the Lebanese Embassy in the State of Kuwait shall always be Honorary Members in the LBCK.
The Honorary Members do not pay any membership fees and have no right to vote but their opinion is taken into consideration.

2. Term of Membership

a) The term of membership for the Individual and Corporate Members shall be valid for one Fiscal Year (as determined below).
b) The term of membership for the Honorary Members shall be limited to the tenure of the Lebanese Ambassador or Head of Mission, Deputy Head of Mission and the Economic Attaché’s appointments to the State of Kuwait.

3. Fiscal Year

The fiscal year of the LBCK commences on January 1 and ends on December 31 of the same calendar year.

4. Voting Rights

a) Each Corporate Member shall have two (2) voting rights at the Ordinary and Extraordinary General Assembly meetings of the LBCK. The Corporate Member point person is assumed to represent the corporation at the Ordinary and Extraordinary General Assembly meetings of the LBCK unless otherwise instructed by the corporation.
b) Each Individual Member shall have one voting right at the Ordinary and Extraordinary General Assembly meetings of the LBCK.
c) Corporate Members and Individual Members who have the right to vote as prescribed in (a) and (b) above are referred to in this Charter as ” Voting M embers” .
d) Honorary Members have no voting rights at the Ordinary and Extraordinary General Assembly meetings of the LBCK. Honorary Members, however, have the right to attend these meetings as observers and provide consultative opinions.
e) Individual and Corporate Members can delegate any other LBCK member to vote on their behalf in the Ordinary and Extraordinary General Assembly Meetings.

5. General Rules of Membership

a) Membership fees are non-refundable under any circumstances.
b) Membership fees shall be sought and taken to finance LBCK activities and events as decided by the Board.
c) Membership fees must be paid within three months from 1 January of each calendar year.
d) The membership of any new Individual or Corporate Member subscribing after 31 March of each calendar year shall be limited until the end of the Fiscal Year in which the member subscribed.

6. Termination/Disqualification of Membership

a) Individual and Corporate Members can terminate their membership by sending a written notification (delivered by hand or email) to the Board of LBCK.
b) The Board of the LBCK has the right to disqualify an LBCK Member if the actions of such member damaged LBCK in a manner which the Board found sufficient to deem that member as resigned. The Board decision in this event shall be taken by 75% of the attending Board Members.

7. Guests

a) Guests may be allowed at Periodic LBCK Meetings and Events, subject to conditions and limitations set by the Board.
b) The Board shall determine the guest fees to attend LBCK Periodic Meetings and Events.
c) Guests are not allowed to attend the Ordinary and Extraordinary General Assembly meetings of the LBCK.

IV. Section Four – Board of Directors

1. Foundation Board

The Lebanese Ambassador to the State of Ku wait, or Head of Mission, will appoint the first Board of Directors’ members of the LBCK in its totality as a transition period for a maximum of t wo years in order to launch the LBCK activities, after which the Board of Directors shall be subject to the below rules and regulations.

2. Constitution of the Board of Directors

a) The Board of Directors, referred to hereafter as the Board, shall be constituted of Twenty-five (25) members as follows:
i. A seat (1) for the Honorary Member, the Lebanese Ambassador to the St ate of Kuwait, or Head of Mission;
ii. A seat (1) for the Honorary Member, the Deputy Head of Mission of the Lebanese Embassy to the State of Kuwait;
iii. A seat (1) for the Honorary Member, the Economic Attaché of the Lebanese Embassy to the State of Kuwait;
iv. Twenty-t wo (22) seats to be elected from Members of LBCK.

3. Nomination of the Board members

a) Individual Members have the right to run for Board membership election for a two-year mandate.
b) Corporate Members have the right to nominate one person to run for Board membership election for a two-year mandate.
d) Any LBCK Member has the right to nominate another LBCK Member, eligible for Board Membership to run for a Board seat.
e) The nominees must send their applications for Board Membership at least (1) one month before the specified date for elections.

4. Term of the Board of Directors

a) The Honorary Members shall serve on the LBCK Board as permanent members with only a consultative non-voting role.
b) Elected and appointed Board Members shall serve on the LBCK Board for two (2) years.

5. Duties of the Board of Directors

The Board shall serve as the Executive & Administrative body of LBCK and shall be responsible for the following duties:

a. Meeting the objectives set in the Charter;
b. Proposing and implementing initiatives in line with the set Charter;
c. Preparing the Annual Report of the LBCK to be approved in the Ordinary Genera l Assembly Meeting;
d. Preparing and approving the list of membership fees;
e. Preparing the budget of the LBCK and its financial statement;
f. Planning and executing the Periodic LBCK Meetings and the different activities that meet the LBCK’s objectives;
g. Electing the Officers of the LBCK Board in the first meeting after elections; and
h. Electing the Board of Trustees from among the LBCK Members in the first meeting after elections.

6. Meetings of the Board of Directors

a) The LBCK Board shall meet at least four (4) times during the Fiscal Year. Additional meetings shall be held as and when the business of LBCK requires.
b) The Chairman or any other four (4) Board Members have the right to call for Board Meetings.
c) The Secretary General of the Board shall invite the Board Members to attend the LBCK Board meetings at least one week before the designated date.
d) For a Board meeting to be valid, at least 50% of Board Members are to be present, among which is the Chairman or a Vice Chairman. The Honorary Members do not count for the quorum validation.
e) The Board shall take its decisions by simple majority vote of the attending Board Members except any amendment of Charter requires at least two third majority.
f) In the event of a tie, the Chairman’s vote shall be conclusive.
g) Board Members can attend Board meetings by phone or video conference.

7. Officers and their Duties

a) In its first meeting after elections, the Board shall secretly elect the following Officers (all of which must be Lebanese nationals):
i. Chairman;
ii. Vice Chairman (two positions);
iii. Secretary General;
iv. Treasurer.
b) The Chairman shall represent the LBCK in front of third parties. He/she shall be responsible for implementing the LBCK Board decisions and achieving the LBCK purposes and goals. The Chairman shall also be jointly liable with the Treasurer for the finances of the LBCK.
c) The elder Vice Chairman shall hold the seat of the Chairman in the LBCK meetings in the absence of the Chairman and carry on the Chairman’s duties. The Board may entrust to and confer upon the Vice Chairman any other duties and responsibilities that it deems appropriate for the effective and efficient operation of LBCK.
d) The Secretary General shall record all LBCK meeting notes, prepare the LBCK Board agendas, Ordinary and Extraordinary Genera l Assembly agendas, ensure that meeting notifications to Board meetings, Ordinary and Extraordinary General Assembly meetings are delivered within the designated time frames determined in this Charter, and keep record of all LBCK documents. The Board may at its discretion entrust to and confer upon the Secretary General such other duties and responsibilities that it deems appropriate for the effective and efficient operation of LBCK.
e) The Treasurer’ s duties are to keep track of all financial issues relating to the LBCK, such as but not limited to: membership fees, sponsorships, invoices, disbursements, accounts, et c. The Treasurer shall prepare the financial statement of the LBCK to be discussed in the Board meeting and then approved in the Ordinary General Assembly meeting. The Treasurer shall collect and keep the membership fees and any sponsorship fees with him/her with a transparent and clear financial statement.
f) Board Members may be assigned specific duties and responsibilities by decision of the Board as it shall deem appropriate.
g) The Officers must be from elected or appointed Board Members.

8. Board Administrative Assistant

The Board may appoint a Board Administrative Assistant whose roles are as follows:

a) To assist the Board Secretary Genera l with all his/her duties; b) To assist the Board Members with their duties; c) To prepare any documents, agendas, invitations, etc. as requested by the Board; d) To coordinate between the Board Members themselves, the LBCK Members and other parties as directed by the Board;
The Board Administrative Assistant shall be recommended by any Board Member and appointed by the Board, which shall determine the remuneration to be paid to the Board Administrative Assistant from the funds of LBCK.

9. Board Vacancies

a) In the event a Board seat became vacant, the Board Members have the right to appoint another eligible member for the remaining period.
b) If five (5) Board seats become vacant at the same time the Board shall be automatically dismissed and Chairman or at least two Board Members must request the Ordinary General Assembly meeting to convene as to elect new Board Members within maximum one month after the fifth vacancy was known to the Board.

10. No Board compensation
Board Members, whether Officers or other, will not receive any compensation whatsoever for their roles on the Board as their roles are voluntary roles.

V. Sect ion Five – Board of Trustees

1. The Lebanese Ambassador to the State of Kuwait, or Head of Mission, will appoint the first Board of Trustees’ members of the LBCK in its totality as a transition period for a maximum of two years in order to launch the LBCK activities, after which the Board of Trustees shall be subject to the below rules and regulations.
2. The Board of Trustees shall serve as a consultative body of LBCK and shall be responsible to support the Board Members on achieving their objectives when needed. 3. The Board of Trustees shall be constituted of twelve {12) members, eleven (11) of which are to be elected by the Board of Directors. Members of the Board of Trustees shall be chosen from among eligible LBCK Individual or Corporate Members.
3. The Chairman of the Board of Directors shall serve as member and Chairman of the Board of Trustees.
4. The Board of Trustees shall meet on need basis on the call of its Chairman or two of its Members.
5. The Board of Trustees term shall be the same as the Board of Directors.
6. The Board of Trustees shall apply the same rules applicable to the Board of Directors in matters related to nominations, meetings, and vacancies of the Board of Trustees as set in Section Four above.

VI. Section Six – Ordinary General Assembly Meeting

a) The Ordinary General Assembly Meeting shall meet at least once per year, in the month of November of each Fiscal Year.
b) The Board shall invite the LBCK Members to attend the Ordinary Genera l Assembly Meeting at least two weeks before the designated date. The invitation notice must specify the date, time, place and agenda of the meeting.
c) The quorum of the Ordinary General Assembly Meeting shall be at least 50% of the Voting Members.
d) The Ordinary General Assembly Meeting shall take its decisions by simple majority vote of the attendees.
e) Only Members who have paid their membership fees have the right to vote in the Ordinary General Assembly Meeting.
f) The Ordinary General Assembly Meeting duties are as follows:

i. Election of Board Members as necessary;
ii. Approval of the financial statement represented by the Treasurer;
iii. Approval of the Annual Report of the LBCK represented by the Chairman which provides a summary of the LBCK activities of the current year and orientation regarding the coming year; and
iv. Approval of any other matters represented by the Board.

VII. Section Seven – Extraordinary General Assembly Meeting

a) The Extraordinary General Assembly Meeting shall meet anytime during the Fiscal Year upon a written request from:
i. At least Five (5) Members of the Board; or
ii. At least 50% of the Voting Members of the LBCK.
b) The Secretary of the Board shall invite the LBCK Members to attend the Extraordinary General Assembly Meeting at least two weeks before the designated date. The invitation notice must specify the date time, place and agenda of the meeting.
c) The Extraordinary General Assembly Meeting shall only discuss and vote on the matters specified in the agenda.
d) The quorum of the Extraordinary General Assembly Meeting shall be at least 75% of the Voting Members.
e) The Extraordinary General Assembly Meeting shall take its decisions by simple majority vote of the attendees.
f) Only Members who have paid their membership fees have the right to vote in the Extraordinary General Assembly Meeting.
g) The Extraordinary Genera l Assembly Meeting duties are as follows:
i. Amendment of the Charter only upon suggestion or recommendation by the Board; and
ii. Dissolution of the LBCK.

VIII. Section Eight – Periodic Meetings and Activities

a) The Board shall determine the date, time and place of the Periodic Meetings and Activities of the LBCK.
b) The Board shall decide on the identity of the speaker in the Periodic Meetings and Activities of the LBCK and the subject of each session as long as it does not violate any local policies, laws or regulations and the purpose of this Charter.
c) The Secretary General shall invite the LBCK Members to the Periodic Meetings at least two weeks before the designated date.

IX. Section Nine – Committees

The Board, in coordination with the Honorary Members, shall establish specialized Committees, from time to time, as needed, to carry out any LBCK activities or events.
The Board, in coordination with the Honorary Members, shall determine the duties of the Committee, its term and Members.

X. Section Ten – Dispute Resolution

In the event of any dispute between the Board Members, the LBCK Members or otherwise in relation to this Charter or the LBCK activities, the matter shall be brought directly to the attention of the Ambassador or Head of Mission who may appoint an arbitrator when necessary.
The Board Members and LBCK Members shall abide by the decisions taken by the arbitrator, respect such decisions and execute them accordingly.
The arbitrator has the right to consult with anyone he/she sees necessary to provide a fair decision.

XI. Section Eleven – Limitation of Liability

Each Member participating in a LBCK activity, and each guest accompanying a Member to any such activity acknowledges and agrees that they do so at their own risk and, as a condition of admission to any activity, agrees that the Lebanese Government, the Lebanese Embassy in Kuwait and the LBCK and their respective employees, Officers, Board Members or sponsors (hereinafter referred to as the Indemnified Parties) shall have no liability whatsoever for any action or omission (including negligent action or omission) taken by any of them in connection with any LBCK activity and further acknowledges that the Indemnified Parties shall have no liability whatsoever for any damage suffered in travelling to and from, attending or getting access to any LBCK activity. Each Member or guest also agrees not to introduce or pursue any claim against any of the Indemnified Parties in any Court or other competent forum and hereby consents to the discontinuance of any such claim if one is introduced.
END

1, the undersigned, Ambassador Jean Makaron, the Charge D’Affairs of the Embassy of Lebanon in Kuwait, acknowledge that I have read and approved this Charter and hereby agree to its content.
Ambassador Jean Makaron Charge D’Affairs of the Embassy of Lebanon in Kuwait