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RULES OF THE MALTA BUSINESS NETWORK UK Branch

Updated February 27 2015

The Rules of The Malta Business Network Limited

UK Branch

1.    Introduction
1.1.    We are The Malta Business Network Limited, a company limited by guarantee with company number 08207350 whose registered office is c/o Jeffrey Green Russell, Waverley House, 7-12 Noel Street, London W1F 8GQ (the Company) and these are the rules of membership applicable to the “THE MALTA BUSINESS NETWORK” in the United Kingdom. 
1.2.    The Malta Business Network is the business networking community operated in different jurisdictions by different corporate entities or branches (each a branch of the MBN) in pursuit of the objects applicable to that corporate entity or branch.  Each branch of the MBN has similar but different objects. 
1.3.    In these rules, references to the UK Network means the business network and associated activities made available by the Company in the United Kingdom in pursuit of the Company’s objects.  References to the MBN or The Malta Business Network means the business networks and associated activities made available in pursuit of their respective objects by other branches of the MBN using the name The Malta Business Network (with the permission of the Company) and, as the context requires, includes the activities of the UK Network.  
1.4.    The UK Network is operated by the Company.  The Maltese branch of the MBN is operated by The Malta Business Network (Malta) Limited, a Maltese company with company number C61040.  Different rules of membership apply to membership of the Malta Business Network in other jurisdictions. 
1.5.    The Company’s primary objects are to promote:
1.5.1.    business and professional opportunities in, or connected with Malta, by reinforcing and expanding existing good relations between the members of the business and professional communities in Malta and the United Kingdom; and
1.5.2.    the exchange of information and knowledge between the members of the business and professional communities in Malta and the United Kingdom and to explore how they work together on business and professional opportunities, projects and transactions in other countries and territories.
1.6.    In pursuit of its objects the Company has established the UK Network to make available to individuals, a forum for regular networking events and other talks, seminars and business meetings that might appeal to the individual members and promote the Company’s objects.
2.    The Committee, MBN Officers & sub-committees in the UK
2.1.    The Company is run by a board of directors (the Committee), which includes the offices of the Chairman, the Treasurer and the Secretary (the MBN Officers in the UK).  The entire management of the UK Network shall be vested in the Committee.  The Chairman, Treasurer, and Secretary of the Company shall also be the Chairman, Treasurer, and Secretary of the UK Network.
2.2.    The Company may from time to time appoint a person to be its President.  Any such appointee shall also be President of the UK Network and for the purposes of these rules, he or she shall also be deemed to be an MBN Officer in the UK. 
2.3.    The Committee may appoint and terminate the appointment of one or more sub-committee and may delegate (on such terms, conditions and limitations as it may specify) to such sub-committee(s) performance of certain duties and powers.  Sub-committees report to the Committee. 
2.4.    The Committee has appointed a membership sub-committee for the UK Network comprising the Chairman, the Secretary and the Treasurer each of whom are authorised to deal with day to day membership business.
2.5.    The appointments and proceedings of the Committee shall be regulated by the articles of association of the Company.
2.6.    The Committee and/or the members of the Company (as distinct from members of the UK Network), may by resolution ratify any action, decision or other thing done by any member of the Committee or the UK Network, if considered to be in the interests of the UK Network.
2.7.    Despite any delegation under rule 2.3, the Committee may continue to exercise any function delegated by it, and may by resolution revoke wholly or in part any such delegation at any time.
2.8.    A sub-committee may meet and adjourn as it thinks proper.
2.9.    The activities and manner in which any other branch of the MBN conducts its affairs are the subject of separate rules and constitutional arrangements not covered by these Rules which apply to membership of the UK Network which is organised by the Company.
3.    Membership
3.1.    Eligibility for Membership
Individuals, partnerships, companies and governmental organisations may apply to the Company for membership in accordance with rule 4 below and upon approval of such applications and payment of the membership fee, shall be admitted as members of the UK Network.
3.2.    Classes of members
At the date these rules were adopted, the Company recognised four classes of members of the UK Network:
3.2.1.    Full Members;
3.2.2.    Honorary Members;
3.2.3.    Corporate Members;
3.2.4.    Student Members;
and, other than appointments of Honorary Members (which are at the discretion of the Committee), applicants shall indicate on the application form which class of membership is applied for.
3.3.    Full Membership
The following rights attach to Full Membership of the UK Network: 
3.3.1.    the right to call oneself a Full Member of the Malta Business Network;
3.3.2.    the right to attend alone or with a guest regular networking meetings organised by the Company and held in the United Kingdom and certain other events and functions to which you may be invited by the Committee (subject to availability and compliance with any other conditions attached to such events and functions);
3.3.3.    the right to attend alone or with a guest occasional networking meetings organised by other branches of the MBN and held in places other than the United Kingdom;
3.3.4.    the right to register as a user of the website at www.maltabusinessnetwork.com and the right to join other Malta Business Network pages on social media platforms made available by the Company for the benefit of members of the UK Network or members of the Malta Business Network as a whole and, at the discretion of the operator of the Malta Business Network in other jurisdictions, any pages made available by that operator for the benefit of members of the Malta Business Network as a whole, in each case subject always to the terms of use applicable to such website and platform(s);
3.3.5.    the right to benefit from “Network member offers” as may be available from time to time; and
3.3.6.    the right to attend the Company’s annual general meeting (but not to vote at it).
Full Membership is conditional upon the member:
3.3.7.    paying the annual membership fee for Full Membership as set by the Committee from time to time in a timely fashion; and
3.3.8.    adhering to these rules as may be amended by the Committee from time to time.
The annual membership fee payable by Full Members is the fee notified to that person at the time an application for membership is made or as stated in a subsequent renewal notice.
3.4.    Honorary Membership
3.4.1.    The Committee has the power to invite individuals, including Full Members, to become Honorary Members of the UK Network if they consider that person to be deserving of special distinction.
3.4.2.    An Honorary Member’s membership shall continue until the Committee resolves to revoke such membership.
3.4.3.    All Honorary Members shall be entitled to enjoy the same rights and be subject to the same obligations as enjoyed by the Full Members, save that there shall be no requirement to pay a membership fee. 
3.5.    Corporate Membership
The following rights attach to corporate Membership of the UK Network: 
3.5.1.    the right for the member to call itself a Corporate Member of the Malta Business Network and to nominate up to four people, at least three of whom must be named representatives, to attend, alone or with a guest, regular networking meetings organised by the Company and held within the United Kingdom and certain other events and functions to which the Corporate Members and their nominated representatives may be invited by the Committee (subject to availability and compliance with any other conditions attached to such events and functions);
3.5.2.    the right for the Corporate Member’s named representatives to register as a user of the Company’s website at www.maltabusinessnetwork.com and the right to join other Malta Business Network pages on social media platforms made available by the Company for the benefit of members of the UK Network or members of the Malta Business Network as a whole and, at the discretion of the operator of the Malta Business Network in other jurisdictions, any pages made available by that operator for the benefit of members of the Malta Business Network as a whole, in each case subject always to the terms of use applicable to such website and platform(s);
3.5.3.    the right to benefit from “Network member offers” as may be available from time to time; and
3.5.4.    the right to attend the Company’s annual general meeting (but not to vote at it).
Corporate Membership is conditional upon the member:
3.5.5.    paying the annual membership fee for Full Membership as set by the Committee from time to time in a timely fashion; and
3.5.6.    adhering to these rules and procuring that its representatives (whether named or not) adhere to these rules, in each case as may be amended by the Committee from time to time.
3.5.7.    The annual membership fee payable by Corporate Members is the fee notified to that entity at the time an application for membership is made or as stated in a subsequent renewal notice.
3.6.    Student Membership
Student Membership is available to individuals who are in full time education with a recognised educational establishment.  The following rights and obligations attach to Student Membership: 
3.6.1.    the right to call oneself a Student Member of the Malta Business Network;
3.6.2.    the right to attend alone or with a guest regular networking meetings and certain other events and functions which the Committee designates as student events (subject to availability and compliance with any other conditions attached to such events and functions);
3.6.3.    the right to register as a student user of the Company’s website at www.maltabusinessnetwork.com and the right to join other Malta Business Network pages on social media platforms made available by the Company for the benefit of members of the UK Network or members of the Malta Business Network as a whole and, at the discretion of the operator of the Malta Business Network in other jurisdictions, any pages made available by that operator for the benefit of members of the Malta Business Network as a whole, in each case subject always to the terms of use applicable to such website and platform(s);
3.6.4.    the right to benefit from “Network member offers” as may be available from time to time; and
3.6.5.    the right to attend the Company’s annual general meeting (but not to vote at it).
Student Membership is conditional upon the member:
3.6.6.    being over the age of 18;
3.6.7.    paying the annual membership fee for Student Membership as set by the Committee from time to time in a timely fashion; and
3.6.8.    adhering to these rules as may be amended by the Committee from time to time.
3.7.    The annual membership fee payable by Student Members is the fee notified to that person at the time an application for membership is made or as stated in a subsequent renewal notice.
3.8.    Approval
3.8.1.    All applications for membership are subject to approval by the Committee who may approve or decline applications as they see fit.
3.8.2.    The Committee may attach to any class of membership any eligibility criteria as it sees fit from time to time.
3.9.    No right of ownership
For the avoidance of doubt, membership of the UK Network shall not constitute membership of the Company and nor shall membership of the UK Network imply any right, title or interest in the property or assets of the Company.
3.10.    Corporate membership
Where a corporate entity wishes to become a member, it must apply for Corporate Membership as the Committee does not permit Full Membership, Honorary Membership or Student Membership to be taken out in a corporate name but that does not prohibit an individual member seeking reimbursement of his or her membership fee from a corporate entity.
4.    Procedure for Approval and Admission of a New Member
4.1.    The name and particulars of every applicant applying for membership shall be entered on the application form provided by the Secretary or the Treasurer or available from the MBN website from time to time. 
4.2.    An applicant may be required to meet or attend an interview with the Committee or with other members of the Malta Business Network as a condition of admission.
4.3.    Upon approval of the application for membership, the Secretary or the Treasurer shall notify the applicant whether he or she has been conditionally accepted as a member of the UK Network but other than appointments of Honorary Members, admission is subject to the applicant paying the relevant membership fee and any renewal fees. 
4.4.    Upon satisfaction of all membership criteria, the Secretary or the Treasurer shall enter the applicant’s name on a membership list maintained by the Committee whereupon he or she shall be:
4.4.1.    admitted as a member of the UK Network;
4.4.2.    entitled to the rights and benefits applicable to the relevant category of membership applied for; and
4.4.3.    bound by these rules and any other rules, regulations and procedures applicable to the members’ participation in the UK Network and/or his or her attendance at Malta Business Network meetings, functions and events as amended from time to time.
5.    Fees and Subscriptions
5.1.    Membership renewal fees are payable on a calendar year basis from 1 January to 31 December in each year.  Upon first joining the member shall be charged either the whole fee covering the whole of the forthcoming year or for one, two or three quarters of the fee covering the remainder of the current year in which the member joins.  The Treasurer shall determine the cost for the first membership year in accordance with the Company’s usual practice.  
5.2.    Ceasing to be a member shall not alleviate that person of his or her obligation to pay any membership fees attributable to the time when he or she was a member of the UK Network.
5.3.    The Committee may in exceptional circumstances waive or reduce the membership fee of any member.
5.4.    Members may request details of the current tariff of membership fees by emailing the Treasurer.
5.5.    Any conditional right to become a member subject to payment of the membership fee shall cease if that person fails to pay his membership within 8 weeks of its due date or such other period as the Committee may permit. 
6.    Termination of Membership & Resignation
6.1.    A person's membership shall terminate with immediate effect if:
6.1.1.    that person (being an individual):
(a)    dies or is deemed by the board of directors of the Company to be a ‘patient’ within the meaning of section 145 of the Mental Health Act 1983;
(b)    a bankruptcy order is made against that person;
(c)    that person is convicted of an arrestable offence under English law or convicted of an offence in another jurisdiction that would be an arrestable offence if it were committed in the United Kingdom; or
(d)    that person enters into a composition with his/ her creditors generally in satisfaction of that person's debt;
6.1.2.    that member (being a partnership, corporate entity or governmental organisation):
(a)    enters into liquidation or has an administrator or has a receiver or manager or administrative receiver appointed over it or any of its assets; or
(b)    has a petition presented, a resolution proposed or any other steps or proceedings taken against it which may lead to the occurrence of any of the events referred to in rule 6.1.2(a) above; or
(c)    has any distress or execution levied on it or affecting any of its property or assets; or
(d)    is or is deemed to be insolvent or unable to pay its debts; or
(e)    ceases to carry on business.
6.2.    A person’s membership shall terminate upon expiry of any written notice given by the Committee acting through the Secretary or the Treasurer if:
6.2.1.    the member fails to pay his or her membership fee or any other money owing to the Company within 8 weeks of its due date; or
6.2.2.    in the opinion of the Committee:
(a)    the member has included within his or her application for membership information that is untrue, inaccurate or misleading;
(b)    the member or any representative of a corporate member has committed or is likely to commit a serious breach of these rules or any other rule, regulation or procedure from time to time applicable to his or her membership or attendance at any Malta Business Network meeting, function or event;
(c)    the member or any representative of a corporate member is guilty of conduct which has or is likely to have a an adverse effect on the Company or bring the Malta Business Network or any of its members into disrepute;
(d)    the member or any representative of a corporate member has acted or has threatened to act in a manner which is contrary to the interests of the Malta Business Network or any class of its members as a whole;
(e)    the member or any representative of a corporate member has failed to observe the terms of these rules or any other policies adopted by the Company or any branch of the MBN from time to time; or
(f)    the member consistently fails to attend any Malta Business Network meetings, functions or events.
6.3.    No member shall be entitled to exercise the benefits and privileges of membership after his or her membership has been terminated and a member whose membership has been terminated may not attend or send representatives to any Malta Business Network meeting, functions or events as a guest of another member without the prior written permission of an MBN Officer in the UK.
6.4.    Any member may resign his or her membership of the UK Network by giving one month’s notice in writing to the Secretary but no member is entitled to a refund for any unexpired period of his or her membership year.
6.5.    Student members undertake to notify the Treasurer immediately upon ceasing to be in full time education whereupon they may apply to convert their Student Membership to Full Membership, subject to the admission criteria at the time.
6.6.    If a membership is terminated at the instigation of the Committee the terminated member shall have a 14 day period during which time he or she may make written representations to the Committee as to why his or her membership should be reinstated (the first appeal).   The written representations and any supporting paperwork shall not exceed 10 pages in total.  The first appeal will be considered by the Committee at either the next Committee meeting or the subsequent Committee meeting and the member shall be informed of the outcome of the first appeal within 14 days of the committee meeting taking place.  If the member wishes to appeal the outcome of the first appeal (final appeal) he or she may do so by giving written notice of final appeal to the President within 7 days of receiving the notice of the outcome of the first appeal.  The final appeal shall be considered by the President or the Chairman of the Company whose decision shall be final and binding and notified to the terminated member within 14 days.
6.7.    If following a first appeal or a final appeal the Company has determined that a membership should be reinstated, the Committee may at its discretion elect to extend the member’s membership year by the period during which membership had been terminated.  The member shall have no additional right, entitlement or claim against the Company or any members of the Committee or any other person who heard an appeal arising out of the membership having been terminated in the first place.
6.8.    Upon ceasing to be a member of the UK Network, the Secretary shall remove the relevant person’s name from the relevant list of members.
6.9.    A member whose membership is terminated under or pursuant to these rules shall not be entitled to a refund of any membership fees paid by him/her and shall remain liable to pay to the Company any membership fees or other sum owed by him/her.
6.10.    A right, privilege or obligation which a person has by reason of being a member of the UK Network:
6.10.1.    is not capable of being transferred or transmitted to another person; and
6.10.2.    terminates on cessation of that person’s membership.
7.    Conduct of Members
7.1.    Business Conduct
7.1.1.    Each member must use his or her reasonable endeavours to promote the objects of the UK Network as described in rule 1.5 and shall not do anything that is likely to harm those objects.
7.1.2.    Other than with the written permission of an MBN Officer in the UK, members must not:
(a)    hold himself or herself out as a member of the Committee or as an MBN Officer in the UK;
(b)    use the name, address or logo of the Company or the Malta Business Network in any advertisement, prospectus or letter heading for business purposes; or
(c)    send unsolicited mail or spam to other members.
7.1.3.    Members must:
(a)    behave ethically in all their dealings with the Malta Business Network and other members and their respective representatives and guests;  and
(b)    comply with all terms of use applicable to the Company’s website and to any social media platforms that the member or any representative of a corporate member may from time to time be invited to join or participate in.
7.1.4.    When attending Malta Business Network meetings, functions and events (whether in the United Kingdom or abroad) members or any representative of a corporate member must:
(a)    conduct themselves with decorum at all times;
(b)    comply with and obey any reasonable requests made of him or her by individual members of the Committee in relation to his or her attendance;
(c)    avoid making any remarks or doing any thing that is slanderous, racist, sexist, discriminatory or likely to be considered inappropriate by a reasonable person;
(d)    respect the views of the Company and other members and their respective representatives and guests and members should try to avoid discussing politics and religion or any other topic that might be considered as controversial or likely to upset or irritate another person’s particular sensitivities.
7.2.    Guests
7.2.1.    Members (including any representative of a corporate member) may bring a guest to the regular networking meetings organised by the Company or any branch of the MBN unless the guest:
(a)    has attended two or more Malta Business Network events (whether in the United Kingdom or abroad) in the previous calendar year but has not applied for membership;
(b)    has had his or her application for membership declined; or
(c)    was formerly a member but whose membership has been terminated (unless approved by an MBN Officer in accordance with Rule 6.3 above). 
7.2.2.    Members are responsible for the conduct and behaviour of any representative or guest that they invite to attend a Malta Business Network meeting, function or event organised by the Company or any branch of the MBN.
7.2.3.    Each MBN Officer in the UK may refuse admission of any person (whether that person is a member or a guest of a member) to any UK Network meeting, function or event without the need to give reasons for such refusal.
7.3.    Use of the Company’s address
Members must not use the Company’s registered office address or any other address of the Company as his or her own address for any purpose. 
7.4.    Complaints
If a member wishes to raise a complaint about any matter affecting the UK Network or his or her membership of the UK Network he or she should initially address the complaint to an MBN Officer in the UK who may refer the matter to the Committee (if he or she deems it appropriate).  If the member remains unsatisfied having raised the complaint with an MBN Officer in the UK the member should write to the Chairman of the Company or, if the complaint concerns the Chairman, to the Secretary of the Company.
8.    General Meetings of the Network
8.1.    A general meeting of the Company may be convened by the Committee whenever it thinks fit.
8.2.    At least one annual general meeting of the Company, to which all the members of the UK Network shall be invited, shall be convened at least once in each fifteen calendar month period.
8.3.    Annual general meetings of the Company shall take place in either the United Kingdom or in Malta, but the procedure governing the convening and the holding and conduct of any such meetings shall be determined by the Committee having regard to the Company’s articles of association. 
8.4.    Members shall be entitled to attend annual general meetings of the Company but do not have any right to speak or to vote at such meetings by virtue of the position as members of the UK Network.
9.    Funds
9.1.    The UK Network’s continued operation is dependent upon the income generated from annual membership fees, donations and such other sources as the Committee may determine.
9.2.    An appropriate receipt shall be issued as soon as practicable after the receipt of any money by the Company.
9.3.    The funds of the UK Network are to be used in pursuance of the Company’s objects in carrying on activities in such a manner as the Committee determines.
10.    Interpretation and alterations to the Rules
10.1.    The Committee shall be the sole authority as to the interpretation of these rules and any other rules, regulations or procedures adopted by the Company in connection with the UK Network and members’ (including any corporate member’s representatives’) participation at meetings, functions and events and, other than the rights of appeal that are described in rule 6, all decisions of the Committee and / or any of the MBN Officers in the UK reached in relation to these rules or otherwise in connection with membership matters shall be final and binding upon the member. 
10.2.    The Committee has the power to make such rules, regulations and procedures with regard to the rules of membership and conduct at Malta Business Network meetings, functions and events as it may think fit and to vary such rules, regulations and procedures from time to time without the obligation to notify members. 
10.3.    If a member disagrees with any subsequent version of the rules, regulations or procedures then his or her sole remedy is to resign.
11.    Notices
11.1.    Each member shall notify the Secretary in writing details of his or her postal and email address and the name and email address of its representatives in the case of corporate members, and of any subsequent change. Any notice sent to a member or representative at such notified address or electronic address previously provided shall be considered duly delivered.
11.2.    Any such notice sent in accordance with rule 11.1 shall be deemed received:
11.2.1.    immediately in the case of personal delivery or electronic mail;
11.2.2.    24 hours after posting in the case of pre-paid first class post sent to an address in the UK;
11.2.3.    three days after posting in the case of pre-paid airmail sent to an address outside the UK.
11.3.    Whilst the Committee shall use reasonable endeavours to ensure that all notices are sent to members or any representative of a corporate member at their last notified address, any accidental failure or omission to give notice to any member shall not invalidate such notice.
12.    Dissolution
12.1.    The Company may by resolution of Committee or the (Companies Act) members of the Company, decide to dissolve the UK Network or the Company.
12.2.    If a resolution for dissolution of the UK Network is passed the only entitlement of members of the UK Network shall be to be repaid a sum equal to the membership fee paid by that member for the unexpired portion of his or her membership year.
12.3.    If a resolution is passed for dissolution of the Company the assets and affairs of the Company shall be liquidated or otherwise be dealt with in accordance with the instructions of the (Companies Act) members of the Company but for the avoidance of doubt, members of the UK Network shall have no right or entitlement to participate in any return of capital.
13.    Governing law
These rules and all other rules, regulations and procedures that the Company may adopt in connection with the UK Network or attendance at meetings, functions and events are governed by the laws of England and Wales.

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