Conditions and Regulations of Art US Nation Associaiton

1.       INTERPRETATION

In this Charter,

a)       the following terms shall have the meanings set opposite, if not consistent with the subject or context;

‘Charter‘                 means this Charter of the Incorporated Organisation.

‘Board’                    means the governing body of the Incorporated Organisation composed of Founding Members.

‘Founding Member’  is a person who has signed the application for incorporation of an Incorporated Organization or has been appointed by the Board as a Founding Member.

‘Art Ambassador Member’   is a person who has been accepted as a member of incorporation of Incorporated Organization for distinguished achievements in art without membership fees.

‘Club Member’       means a person or body corporate that has been accepted as a member in the Incorporated Organization and paid the due membership fees.

‘Office‘            means the registered office of the Incorporated Organization.

‘Ordinary Resolution’   means a resolution of a duly constituted general meeting of the Incorporated Organization’s Founding Members passed by the votes of the Founding Members entitled to vote and representing a simple majority of the memberships of the Incorporated Organization, cast in person or by proxy and voting at the meeting.  It includes any unanimous written resolution of the Founding Members entitled to vote, expressed to be an ordinary resolution.

‘Special Resolution’   means a resolution in respect of which notice of intention to propose the resolution has been given, and that has been passed by the positive vote of Founding Members holding at least 75% of the memberships entitled to vote on the resolution.

‘The seal‘        means the common seal of the Incorporated Organization, including every duplicate seal.

‘Secretary‘    means the Secretary of the Incorporated Organization or any other person appointed to perform the duties of the Secretary of the Incorporated Organization, including a joint, assistant or deputy Secretary.

b)       unless the context otherwise requires, words or expressions defined in the Law, shall have the same meanings herein but excluding any statutory modification thereof not in force when this Charter becomes binding on the Incorporated Organisation;

c)       unless the context otherwise requires:

–         words in the singular shall include the plural and vice-versa;

–         words in the masculine shall include the feminine; and

–         words relating to natural persons shall include companies, entities, associations or bodies of persons whether incorporated or not.

d)       the word “may” shall be construed as permissive and the word “shall” as imperative.

e)       the headings herein are for convenience only and shall not affect the construction of these Charter;

f)        references to statutes are, unless otherwise specified, references to the laws, regulations and other statutes of the Dubai International Financial Centre and, subject to paragraph (B) above, include any modification or re-enactment thereof for the time being in force; and

g)       where an Ordinary Resolution is expressed to be required for any purpose, a Special Resolution is also effective for that purpose.

2.       ORGANISATION NAME

The Organisation’s name is [Art US Nation].

3.      ORGANISATION REGISTERED OFFICE

The registered office of the Organisation is situated in the USA (Miami) with branch in Dubai International Financial Centre.

4.      ORGANISATION PURPOSES

The Authorised Purposes of the Organisation are:

a)       To organise a networking platform that brings together “art like-minded individuals” to explore opportunities to collaborate. 

b)       To create advantages and include exclusive invitations to chefs’ tables, art exhibitions, tasting sessions and cultural, entertainment and VIP events.

c)       In general, to engage in any lawful act or activity for which an Incorporated

           Organisation may be organised under the Law.

d)      To involve owners, CEO’s and high worth art individuals brought together by

common interests and desire to share in exceptional art experiences.

           e)      To create base for art business opportunities, organic extension of the social networking.

          f)       To develop art and cultural industry in the USA by   means of art and cultural events.

          g)     To create a special art package and programs for art leaders.

          k)     To unite art clubs and art events in both beneficial USA healthy projects.

          l)      To build an exclusive network of the Art US Nation Association that creates  

an effective platform for entrepreneurs, governmental officials and influential

          figures, sharing the values and building a network of art like-minded parties.

          m)    To unite art personalities from USA and abroad, from the worlds of art   

          business, creative art, culture and entertainment, all meet in the Art US Nation

          Association and benefit from numerous privileges and art services, specially tailored

          to their requirements.

5.       ORGANISATION’S MEMBERSHIP

A.       Subject to the provisions of the Law and without prejudice to any rights, entitlements or restrictions attached to any existing membership, any membership may be issued with such rights, entitlements or restrictions as the Board may by Ordinary Resolution determine.

B.       Subject to the provisions of the Law and Regulations, an Organisation shall not have more than [10] of Founding Members at any time during its existence.

C.       No person shall be recognised by the Organisation as a Founding Member or Member unless such person’s name is entered in the Members Register.

D.       There are different types of membership: Founding member, Outstanding member, ART Ambassador Association member.

6.       ADMISSION OF NEW ASSOCIATION MEMBERS

A.       The admission of new Founding Members, except those who have signed the application for participation, shall require a Special Resolution of the Board.

B.       The Board shall determine the form of membership certificates, and if any are to be issued to a Association Member or Member, through an Ordinary Resolution, in accordance with member status and fee payments.

7.        ADMISSION OF NEW ART BRAND AMBASSADOR MEMBERS

A.The Incorporated Organisation selects new Art Ambassador Members once a year as a result of the board meeting, analysing the contribution of the participant to the USA art and art industry.  
B.The candidate should be known as outstanding Art  Brand Ambassador in USA, proved by previous activities and awards, press coverage.  
C.All candidates for the Art Brand membership should fill application form and fulfil at least 3 criteria: * Participation in the Annual USA Art Fashion show * Competition wins in USA and International art contests * To be an Art Ambassador of Famous USA or Global brand”  
D.The Association’s Founding Members Board of the Incorporated Organisation selects candidates for the Art Brand Ambassador membership by voting.  
E.Selected Art Brand Ambassador members represent The Association on all Art  and Cultural events as well as all international events generally.   

8.       GENERAL AND REGULAR MEETINGS

A.Any Founding Member may call a general meeting, including an annual general meeting.  
B.Regular meetings for all Association members are organised in accordance with annual plan of events, published on website: www.artusnation.com  
C.The privileges are classified by type of membership. Each membership is only granted upon approval by the board. All fees are annually and exclusive VAT. There is a one-time joining fee that is applicable on all membership fees.    
D.Member fees are not applicable for the distinguished Art Brand Ambassador members, who were admitted in accordance with their achievements selected on a competitive basis and by founding board voting.  

9.       REQUISITION AND NOTICE OF GENERAL MEETINGS

A.       Subject to the Law, a general meeting shall be called by at least 21 days’ notice to all the Founding Members.

B.       Such notice of general meeting shall specify the time and place of the meeting and the general nature of the matters to be considered. 

C.       A notice of meeting in respect of an annual general meeting shall in addition specify that it is in respect of an annual general meeting.

D.       The proceedings of a meeting are not invalid solely because of the inadvertent failure to give notice of the meeting to, or the failure to receive notice of a meeting by any person entitled to receive such notice.

10.      PROCEEDINGS AT GENERAL MEETINGS

A.       No meeting shall take place unless a quorum is present. The majority of persons entitled to vote shall constitute a quorum.

B.       If a quorum is not present within half an hour from the time stated for the meeting, the meeting shall be adjourned to a place and time determined by the Founding Members. If during the meeting a quorum ceases to be present the meeting shall be adjourned to a place and time determined by the Founding Members.

C.       The chairman of the Board shall chair the meeting.  If the chairman of the Board is not present or willing to act within fifteen minutes of the stated time for commencement of the meeting, and in the absence of a nominee, another Founding Members elected by the rest of the Founding Members present shall chair the meeting. If no Founding Members are present or willing to chair the meeting, then the Founding Members shall elect one of their members to chair the meeting.

D.       The chairman may adjourn the meeting with the consent of the majority of the votes at the meeting. No matters shall be considered at an adjourned meeting other than matters that might have been considered at the meeting had the adjournment not taken place. It is not necessary to give notice of the adjourned meeting unless the meeting was adjourned for fourteen days or more, in which case at least seven days’ notice shall be given specifying the time and place of the adjourned meeting and the general nature of the matters to be considered.

E.       Unless a poll is demanded, a resolution put to the vote shall be decided on a show of hands.  A poll may be demanded before or on the declaration of the result of a vote by show of hands:

i)        by the chairman; or

ii)        by at least two Founding Members having the right to vote at the meeting.

F.       Unless a poll is demanded the chairman may declare that a resolution has been carried or lost by a particular majority.  The entry in the minutes of the meeting of that declaration shall be conclusive evidence of the result of the resolution.

G.       A poll shall be taken in the manner the chairman directs and the result shall be the resolution of the meeting at which the poll was demanded.

H.       A poll demanded on the election of a chairman or on an adjournment shall be taken immediately.  A poll demanded on any other question shall be taken as the chairman directs but not more than thirty days after the poll is demanded.  The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll is demanded.

I.        Seven days’ notice shall be given specifying the time and place at which a poll shall be taken unless the time and place is announced at the meeting at which the poll is demanded.

J.        A resolution may be passed in writing in accordance with the Law.

11.      VOTES OF FOUNDING MEMBERS

A.       No objection may be raised to the right of any voter except at the meeting at which the voter is to vote.  The decision of the chairman in respect of any objection or the right of any voter shall be final.

B.       A Founding Member may vote on a poll by proxy.

C.       An instrument appointing a proxy shall be in writing in a form approved by the Founding Members and distributed with the notice of a meeting. The form approved and distributed by the Incorporated Organisation must include a section allowing the Founding Member to direct the proxy on how the proxy shall act.

D.       The instrument appointing a proxy must be deposited at the registered office of the Incorporated Organisation at least 48 hours before the time at which the meeting at which the proxy is to be exercised is to be held.  In the case of a poll not being taken immediately but sometime after it is demanded, the instrument appointing a proxy may be deposited at the poll with the chairman, secretary or any Founding Members or at any time before the poll at the registered office of the Incorporated Organisation.

E.       A vote given or poll demanded by proxy is valid notwithstanding the determination of the Founding Member who appointed the proxy unless the Incorporated Organisation receives notice from the Founding Member in writing prior to the vote being taken or the poll being demanded.

12.      NUMBER OF PERSONS IN A BOARD

The Incorporated Organisation shall have a Board consisting of the Chairman of the Board, and [ 20 ] Founding Members.

13.      ALTERNATE FOUNDING MEMBERS IN THE BOARD

A.       Any Founding Members may appoint any other Founding Members or any other person approved by the Founding Members to act as his alternate and may remove the alternate Founding Members so appointed.  The alternate Founding Members shall perform all the functions of his appointer as a Founding Member but is not entitled to remuneration for his services.

B.       An alternate Founding Members shall be given notice of all meetings of which his appointor is entitled to receive notice and is entitled to attend and vote at such meetings.

C.       An alternate Founding Members holds office for as long as his appointor holds office unless he is removed by written instrument by his appointor.

D.       Any appointment or removal of alternate Founding Members shall be given to the Secretary.

E.       Unless otherwise provided, an alternate Founding Members shall not be regarded as the agent of his appointor but shall be responsible for his acts or omissions.

14.      POWERS OF FOUNDING MEMBERS

A.       Subject to the Law and this Charter, the Incorporated Organisation shall be managed by the Board.  No subsequent amendment to this Charter shall invalidate any act of a Founding Member or the Board.

B.       The Board may appoint a person to be the agent of the Incorporated Organisation.

C.       The Board may delegate any of its powers to an attorney-in-fact or to a committee of Founding Members or in accordance with the Law.

D.       The Founding Members shall be in charge of the day-to-day administration of the Incorporated Organisation and shall have full powers to represent the Incorporated Organisation in the pursuit of its Authorised Purposes.  Such powers include but are not limited to:

  • negotiate, sign, execute all contracts, transactions, arrangements, and deals of whatever kind or nature with third parties, and any authority whatsoever, in the name of the Incorporated Organisation with right to terminate and amend such contracts and agreements as required from time to time;
  • open, close and manage all bank accounts pertaining to the Incorporated Organisation, to carry out all banking transaction on behalf of the Incorporated Organisation including without any limitation the right to issue, sign, endorse cheques, drawing voucher letters of credit, transfer, obtain loans with or without security, bank facilities, bank guarantees and bank performance bonds and to complete and sign all applications and documents necessary for the performance of the Incorporated Organisation’s corporate objectives;
  • employ all persons required for the Incorporated Organisation’s business, to define their salaries, benefits, remunerations and the rules and provisions related to their employment as well as the right to terminate their services;
  • sign memorandum of association in terms and conditions as it may deem fit;
  • claim on behalf of the Incorporated Organisation, to attach the properties of debtors, refer cases to arbitration, to appoint lawyers and otherwise take all legal proceedings for the protection of the Incorporated Organisation’s interests as plaintiff or defendant or as party to arbitration or otherwise.

15.      APPOINTMENT AND RETIREMENT OF FOUNDING MEMBERS

A.       A person shall not be appointed as a Founding Member at a general meeting unless he has been recommended by a Founding Member or a Member and details of the proposed Founding Member have been included in the notice of meeting at which the appointment is to be considered.  The details shall include at least the information that would be included in the register of Founding Members if the person was appointed.

B.       Subject to the preceding clause, additional Founding Members may be appointed by the Board of an Incorporated Organisation by special resolution as long as the total number of Founding Members does not exceed any maximum number of Founding Members stipulated by the Law, Regulations or this Charter.

16.      DISQUALIFICATION AND REMOVAL OF FOUNDING MEMBERS

A.       A Founding Member’s office is automatically vacated if he:

(i)       is prohibited by the Law or Regulations from being a Founding Member;

(ii)       becomes bankrupt;

(iii)      is, by virtue of any mental or physical disability, incapable of acting;

(iv)      without permission, does not attend three successive meetings of the Board;

(v)      resigns his office by notice to the Incorporated Organisation; or

(vi)      is removed by resolution of the Founding Members.

17.      REMUNERATION AND EXPENSES OF FOUNDING MEMBERS

The Founding Members shall receive such remuneration as the Incorporated Organisation determines by resolution and shall receive payment of all expenses incurred in association with the carrying out of their duties as Founding Members.

18.      PROCEEDINGS

  1. Subject to the provisions of this Charter, Founding Members may regulate their proceedings as they think fit.
  • Any matters arising at a meeting shall be decided by a majority of votes with the Chairman having a second or casting vote in the case of equality of votes.
  • The quorum for the transaction of the business of the Board shall be two or any other number fixed by the Founding Members.
  • If the number of Founding Members is less than the number fixed as the quorum, the continuing Founding Members or Founding Members may act only for the purpose of filling vacancies or of calling a general Founding Members’ meeting.
  • The Chairman shall preside at all meetings. If there is no Founding Member holding that office, or if the Founding Members holding it is unwilling to preside or is not present within five minutes after the time appointed for the meeting, the Founding Members present may appoint one of their number to be chairman of the meeting.
  • All acts done by a meeting of the Board, or of a committee of Founding Members, or by a person acting as a Founding Member shall be valid, notwithstanding any defect in his appointment or his disqualification from holding office, or that he was not entitled to vote, being discovered afterwards.
  • A resolution in writing signed by all the Founding Members entitled to receive notice of the meeting shall be as valid and effectual as if it had been passed at a meeting of the Board. The resolution may consist of several documents in the like form each signed by one or more Founding Members.
  • A Founding Member shall not vote at a meeting of Founding Members on any resolution concerning a matter in which he has a direct or indirect conflict of interest.  For the purposes of this clause, an interest of a Founding Member includes an interest of any person who is connected to a Founding Member.
  1. A Founding Member shall not be counted in the quorum present at a meeting in relation to a resolution on which he is not entitled to vote.
  • The Incorporated Organisation may by resolution suspend or relax any provision of this Charter prohibiting a Founding Member from voting at a meeting.
  • The chairman of the meeting shall rule on any question arising at a meeting on the right of a Founding Member, other than himself, to vote and his ruling shall be final and conclusive.

19.      SECRETARY

Subject to the Law, the Board may appoint and remove a secretary and shall decide on the terms, remuneration and conditions of appointment.

20.      MINUTES

The Founding Members shall cause minutes to be kept for recording:

  • all appointments of officers made by the Founding Members; and
  • all proceedings at general meetings of the Incorporated Organisation; of the Board, and of committees of Founding Members, including the names of the Founding Members present at each such meeting.

21.      NOTICES

  1. Any notice required to be given under this Charter shall be in writing.
  • The Incorporated Organisation may give any notice to a Founding Member either personally or by sending it by post in a prepaid envelope addressed to the Member at his registered address or by leaving it at that address.
  • A person presents, either in person or by proxy, at any meeting shall be deemed to have received notice of the meeting.
  • Proof that an envelope containing a notice was properly addressed, prepaid and posted is conclusive evidence that the notice was given 48 hours after it was posted.  A notice shall be deemed to be given at the expiration of 48 hours after the envelope containing it was posted.
  • A notice may be given by the Incorporated Organisation to a person entitled to become a Member in consequence of the death or bankruptcy of a Member by sending or delivering it, at the address, supplied for that purpose by the persons claiming to be so entitled.  Until such an address has been supplied, a notice may be given in any manner in which it might have been given if the death or bankruptcy had not occurred.

22.      INDEMNITY

The Incorporated Organization shall indemnify each Founding Members or other officer or auditor of the Incorporated Organization in respect of any liability incurred in defending any proceedings to the extent allowed by the Law.

24.      AMENDMENT OF THIS CHARTER

This Charter may only be amended through a Special Resolution adopted at a general meeting.