Articles of associationThe Malta Business Aviation Association
The articles of association the Malta Business Aviation Association
This the 23rd day of October of the year 2009
Whereas the founders recognise the importance of the development of business aviation;
Now therefore, having taken the foregoing into account, the Founders have accordingly decided to establish, form, found and create an association pursuant to the above and in accordance with the following provisions:
Article 1 – Name
1.1 The name of the association shall be Malta Business Aviation Association, (also referred to by its initials M.B.A.A.), hereinafter called “the Association”.
1.2 The Association shall be a non-profit, volutantary, independent and autonomous organistion in accordance with and subject to the terms of the Second Schedule to the Maltese Civil Code and the Voluntary Organisations Act, Chapter 492 of the Laws of Malta.
Article 2 – Registered Address
The Association’s registered office shall be situated at Kyle Apartments 3, Triq il-Mediterran, the Village, St. Julians STJ 1879, or at any other place in Malta which the Board of Administrators of the Association may from time to time determine.
Article 3 – Status
The Association shall be a self-governing body with a legal personality separate from that of its Founders, administrators, promoters and Members, as well as its Supporting Organisations. Nothing in this Statute shall be construed or interpreted so as to hold or render any Founder, administrator, promoter or other Member, or any Supporting Organisation personally responsible for any debts incurred or obligations assumed by the Association
Article 4 – Objects and Purpose
4.1 The main objects of the Association are to support, further and promote the aviation industry in general, as well as associated industries, with a particular focus on developing Malta as an international aviation centre of excellence. The Association shall promote, initiate and further research and development initiatives and activities in connection with the aviation industry and associated industries, with a view to promoting the development, improvement, advancement and expansion of the said industry.
4.2 The Association shall support research, development and/or training programmes, projects and initiatives linked to the aviation industry and related industries in general.
4.3 The Association shall in particular endorse, promote and further economic, financial and fiscal policies in the business aircraft sector, and in those industries centred round the use of executive and smaller jets as shall prove to be more beneficial for the economy of Malta and the European Union as a whole.
4.4 The purpose of the association expressly excludes the promotion of private interests.
Article 5 – Powers
5.1 In order to achieve its obejcts and purpose, the Association shall be empowered to :
a. Collect data, carry out surveys and study all aspects and developments of business aviation;
b. Provide all its members with access to the results of any studies, surveys or other data collection which could be of use and benefit for the members;
c. Provide its members with relevant information by making use of Members’ Newsletters, Intelligence Reports and other media, including the internet;
d. Act as a channel through which individual members can share their experiences with other members;
e. Develop and pursue a collective member viewpoint relating to the problems and needs of business aviation;
f. Establish and maintain contacts with all relevant national and international authorities and bodies which may be involved with the safe operation of business aircraft and which may have the knowledge of the possibilities for growth in the aviation industry and other associated industries;
g. Promote the development of legislation and regulations intended to safeguard the interests of operators and users of business aircraft and their supporting services as well as access to airports and airspaces;
h. Co-operate with manufacturers, suppliers and service providers in order to improve and facilitate safe, efficient and economic operation of the business aircraft;
i. Maintain contact, collaborate and exchange data with similar national and international organisations in order to co-ordinate common interests;
j. Support the work of the International Civil Aviation Organisation (ICAO) and the European Aviation Safety Agency (EASA), in particular through membership of the European Business Aviation Association (EBAA) and the International Business Aviation Council (IBAC);
k. Provide the general public with comprehensive information in order to facilitate, encourage and secure a good and reliable public and official image of business aviation;
l. Organise conferences, workshops, seminars, forums or conventions focusing on business aviation and related subjects;
m. Publish brochures, directories, studies and other information for the promotion of business aviation; and
n. Provide its members with information in respect of professional development opportunities.
Article 6 – Membership
6.1 Membership shall be open to all natural persons and bodies corporate involved in national and international aviation and associated industries.
6.2 There shall be four categories of membership – Full Members, Associate Members, Affiliate Members and Honorary Members.
a. Full Members:
(i) Founding Members (as listed in Schedule 1 attached hereto).
(ii) Private Operators carrying out a trade and operating aircraft for the purpose of business travel in connection with that trade;
(iii) Commercial Operators managing business aircraft on behalf of their owners and/or carrying on trade in which they will provide (one or more) aircraft on a commercial basis for the purpose of business trips for companies; and
(iv) Flight schools or other academies involved in the training of persons to work in the national and international aviation and associated industries.
(v) Aircraft owners
(vi) Fixed Base Operator or other service providers providing the industry with services relating to aircraft fuel, oil, and parking, and ancillary aircraft services such as hangar storage, maintenance, and ground services such as towing and baggage handling.
(vii) Professional service providers such as aviation, legal and or accountancy consultancy firms involved in providing services to all other categories of Full Members.
(viii) National Associations – all national associations representing Private and/or Commercial Operators as referred to above. , whether registered or not, involved in the national and international aviation and associated industries and
(ix) Maintenance Repair Organizations (MROs)
b. Associate Members
(i) Companies or other organisations concerned with the manufacture or the provision of services to Commercial and Private business aircraft operators and not qualifying to be Full Members.
c. Affiliate Members
(i) Associations and similar bodies that share the objectives of the Association and wish to support it.
d. Honorary Members
(i) Individuals who have distinguished themselves in the field of aviation shall from time to time be invited to join the Association as Honorary Members.
Article 7 – Committees
7.1 A minimum of two committees will be formed consisting of at least a chairman and committee secretary duly elected by the members of the Committee. The two basic Committees will be;
(i) Flight Operations Committee:
which will be composed of those Full Members engaged in the following activities:
■Air Taxi, Business
(ii) Sales & Support Group, Engineering and Professional Flight Training Committee:
which will be composed of those Full Members engaged in the following activities:
■Dealers and Sales Organizations of Aircraft, Aircraft Spares and Avionics
■Aviation Finance Companies
■Aviation Insurance Brokers
■Aviation Legal Services Providers
■Fuel Supplies and Manufacturers
■Aircraft Handling Agencies
■Aviation Information Technology Providers
■Aircraft Maintenance and Overhaul Approved Organisations
■Component Maintenance and Overhaul Organisations
■Avionics Maintenance Organisations
■Flying Training Organisations
■Simulator Training Organisations, Manufacturers and Distributors of Simulators
7.2 Only members from the Flight Operations Committee will be eligible to represent the MBAA at European Business Aviation Association (EBAA).
Article 8– Membership Fees.
All members shall pay such initial and annual renewal membership fee as shall be established by the Board of Administrators from time to time.
Article 9 – Applications for Membership
9.1 Applications for membership shall be directed in writing to the Board of Administrators.
9.2 The Board of Administrators shall during the next meeting following any application for membership examine any such applications. It shall have final authority by decision by simple majority of its members present or legally represented, concerning the admission or otherwise of any such applicant members. The decision of the Board shall be communicated in writing to the applicant.
9.3 Membership in the Association shall be confirmed by the payment of the initial registration fee, and by such payment the member thereby subscribes to the Statute and shall be deemed to have consented to all the provisions of the Statute and all rules which have been validly promulgated by the association until such date.
9.4 Honorary Members shall be appointed following nomination by the Board of Administrators and approval by the General Meeting.
Article 10 – Termination of Membership
10.1 Membership shall expire by resignation of the member, by death in the case of a natural person and by dissolution in case of a legal person or by dismissal. Membership shall not be transferable or subject to inheritance.
10.2 Any Full, Associated, Affiliated, or Honorary Member may submit his written resignation to the Association’s Board of Administrators at any time after having settled his debts with the Association. The resignation will be effective one month after receipt of the resignation request. Other than being subjected to unpaid fees, no member of the association shall be subjected to any liability.
10.3 Any member who (a) has not paid the relative renewal fees notwithstanding being called upon to do so by the Association, or (b) is interdicted or incapacitated or is an undischarged bankrupt; or (c) has been convicted of any of the crimes affecting public trust or of theft or of fraud or of knowingly receiving property obtained by theft or fraud shall be dismissed.
10.4 Other than for the reasons as indicated above, dismissal of a Full, Associated, Affiliated, Honorary Member can only be pronounced by two thirds of the votes present or represented in the General Meeting and on proposal of the Board of Administrators. The member concerned must not participate in the voting. The Board of Administrators can propose a dismissal in case a member no longer fulfils his obligations toward the Association, or acts against the interest of the Association or in case a majority of the General Meeting requests a dismissal for a serious reason. The member concerned must previously be informed in writing of the proposal for dismissal and heard by the Board of Administrators.
10.5 The resigning or dismissed member and the heirs or rightful claimants of a deceased member are not entitled to claim property of the Association nor any refund of amounts or contributions previously paid to the Association.
Article 11 – Board of Administration
11.1 The Association shall be governed by a Board of Administrators (the “Board of Administrators”) which shall be responsible for determining the general policy for performing, carrying out, exercising and attaining the objects, purpose, functions and powers of the Association in accordance with these Articles. The Board shall be composed of between four (4) and seven (7) members, consisting of at least the chairman and secretary of each committee, appointed by the Members having the right to vote at General Meetings, for a period of three (3) years and shall be entitled to be so reappointed for successive periods.
11.2 The members of the Board shall meet together for the dispatch of business, adjourn and otherwise regulate their meetings, as they deem fit. The Board shall regulate its own procedure and may, inter alia, appoint any committees or sub-committees it may deem necessary for the attainment of the Association’s objectives and purposes.
11.3 The Board shall appoint a President whose appointment shall be for a period of three (3) years and who shall be entitled to be reappointed for successive periods. Such President shall have a casting vote.
11.4 The Board shall be empowered to do all that it shall deem necessary for the attainment of the objects, the performance of the functions and the exercise of the powers of the Association and for such purpose, but without limitation to the generality of the above, the Board shall be empowered:
a. to decide on the Association’s projects, programs, initiatives or activities and to seek, allocate and administer funds required to carry out such projects, programs, initiatives or activities;
b. to acquire property, under any title, onerous or gratuitous, for and on behalf of the Association whenever such property is related to the principal purpose of the association.
c. to employ or engage the services of any person or company whose work, services or expertise are required by the Association in the attainment of its objects remunerating or paying such persons accordingly;
d. to open and manage bank accounts for and on behalf of the Association;
e. to invest monies not immediately required for the purpose of the Association;
f. in general, to administer the property, movable and immovable, bestowed upon or acquired by the Assocaition as it deems best to attain the object, perform the functions and exercise the powers of the Association;
g. to sell, let dispose of or turn to account all or any of the property or assets of the Association;
h. to obtain loans, overdrafts, credits and other financial or monetary facilities without limit and to otherwise borrow and raise money in such manner as the Board may deem fit and to secure the repayment of any money borrowed, raised or owing by privilege, hypothec or by any charge over the property or assets of the Association both present and future; and
i. to enter into any guarantee, contract of indemnity or suretyship and to secure its obligations under such guarantee, indemnity or suretyship with hypothecs or privileges, general or special, over any of its property or assets both present and future.
11.5 An administrator may at any time be removed from office by a two-thirds majority vote of the Board in case of proved misconduct or abandonment of duties. Provided that an administrator shall be automatically removed from the Board if:
(a) he is interdicted or incapacitated or is an undischarged bankrupt;
(b) he has been convicted of any of the crimes affecting public trust or of theft or of fraud or of knowingly receiving property obtained by theft or fraud.
11.6 The Board shall meet regularly, at least once every six (6) months to discuss and decide on the overall running of the Association, draw up its policies and future plans and generally to discuss and dispatch any such matters as are necessary, expedient and conducive for the Association to attain its objects.
11.7 The President shall preside over meetings of the Board.
11.8 There shall be appointed a Secretary of the Association, who shall also act as Board Secretary and who shall arrange for minutes to be kept of the meetings of the Board of Administration.
11.9 Decisions of the Board of Administrators shall be taken unanimously in the case that the Board is composed of less than three (3) members and if composed of three (3) or more members decisions of the Board shall be taken by simple majority or such higher percentage as may from time to time be established by the Board.
11.10 The Board of Administrators may employ and appoint a person or persons as may be necessary for the proper functioning and administration of the Association as well as the proper coordination of research and other activities. The Board of Administrators shall determine the terms and conditions of employment, as well as the tasks and job description of such persons, as it deems fit.
11.11 Legal and judicial representation of the Association shall be vested in the President or in any other person duly authorised for this purpose by the Board of Administrators.
11.12 Remuneration, if any, paid by the Association to members of the Board of Administrators for holding office as Administrators shall be determined by them from time to time. Any Administrator may however receive additional remuneration for any other service he may have been engaged to render to or perform for the Association, provided that accepted principles of good corporate governance and avoidance of conflicts of interest are observed.
Provided that such remuneration shall not materially prejudice the achievement of the purposes of the association.
11.13 The first members of the Board of Administrators are: Stanley Bugeja (President), Dr. Tonio Fenech (Secretary) and Adrian Spiteri (Member).
Article 12 – General Meeting of all the Members of the Association
12.1 The Board of Administrators shall be responsible for convening an annual General Meeting of the Members of the Association. The Board of Administrators shall prepare annual reports on the activities, finances, performance and plans of the Association for presentation and discussion during the Annual General Meetings.
12.2 The Board of Administrators shall cause all members to receive notice of the General Meeting of the Members of the Association together with the agenda thereof at least fourteen (14) days prior to the date of the said meeting. Notice may be given by letter, fax, electronic mail or any other means of communication.
12.3 The Board of Administrators shall call Additional General Meetings of Members if so requested by written request signed by of one fifth of all Full Members.
12.4 All Members shall be entitled to receive Notice and attend the General meetings but only Full Members shall be entitled to vote. Each Full Member shall be entitled to one vote.
12.5 The following matters shall be decided by a simple majority of the General Meeting of the Members present:
a) approval of the annual report;
b) fixing of the maximum yearly fee for each category of members;
c) discussing and approval of the budget and the annual accounts;
d) determining of the number of Administrators;
e) confirmation of co-opted Administrators for their remaining term;
f) appointing the President;
g) discharge of the Administrators and, if applicable, of the Commissioners;
h) exclusion of a member;
i) approval of internal rules as elaborated by the Board of Administrators
j) settlement of conflicts.
12.6 The following matter shall be decided by a 2/3 vote of the General Meeting of the Members present:
(a) amendments of the statute
(b) appointment of Honorary Members
12.7 The following matter shall be decided by a ¾ vote of the General meeting of the members:
(a) Voluntary dissolution of the Association.
12.8 The election and removal of the administrators shall be decided by a majority of the votes cast.
12.9 No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business; save as herein otherwise provided, a member or members present in person or by proxy representing not less than 25% of full paid up Full Members shall be a quorum.
12.10 If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened by the requisition of members, shall be dissolved; in any other case it shall stand adjourned to the same day in the next week, at the same time and place or to such other day and at such other time and place as the Board of Administrators may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the member or members present shall be a quorum.
12.11 The President , if any, of the Board of Administrators shall preside as Chairman at every General Meeting of the Members of the Association or if there is no such Chairman, or if he shall not be present within fifteen minutes after the time appointed for the holding of the meeting or is unwilling to act, the administrators present shall elect one of their number to be Chairman of the meeting.
12.12 If at any meeting no Administrator is willing to act as chairman or if no Administrator is present within fifteen minutes after the time appointed for holding the meeting, the members present shall choose one of their number to be chairman of the meeting.
12.13 The chairman may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
12.14 At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded –
(a) by the chairman; or
(b) by at least three members present in person or by proxy; or
(c) by any member or members present in person or by proxy and representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting.
12.15 Unless a poll be so demanded a declaration by the Chairman that a resolution has on a show of hands been carried or carried unanimously, or by a particular majority, or lost and an entry to that effect in the book containing the minutes of the proceedings of the Association shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.
12.16 The minutes of the General Meeting shall be kept taken by the Secretary of the Association or in the event that he/she is not present, by a person designated by the Chairman of the General Meeting.
12.18 The Board of Administrators shall maintain a register wherein they shall record the decisions carried forward at the General Assembly. Such records shall include a description of the discussions and of all motions passed.
12.19 The register shall be at the members’ disposal at the registered office of the Association.
Article 13 – Amendment to the Articles
These Articles of Association may only be amended by a decision of 2/3 vote.
Article 14 – Dissolution of the Association
The Association may be dissolved by a decision taken at a General Meeting of the Members at which more than eighty per cent of the Members present and entitled to vote, vote in favour of the dissolution settlement of the Association.
Any assets if any remaining on termination of the association will be donated by the administrators to another organisation having a goal similar to that of the dissolved Association. Failing such action, the assets shall be disposed of in favour of an organization designated by the Minister responsible for social policy.
This statute has been agreed and subscribed to on the 23rd day of October 2009 by all of the Founding Members being:
Dr. Tonio Fenech
Fenech Farrugia Fiott Legal
DC Aviation Ltd
Bizav Services Ltd
The Founding Members of the Association are:
Dr. Tonio Fenech
Fenech Farrugia Fiott Legal
DC Aviation Ltd
Bisav Services Ltd