Articles of associationThe Malta Business Aviation Association
The articles of association the Malta Business Aviation Association
MALTA BUSINESS AVIATION ASSOCIATION
1.1 The name of the Association shall be the “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, voluntary, independent, and autonomous organisation 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.
2. Registered Address
2.1 The Association’s registered office shall be situated at Kyle Apartments 3, Triq il-Mediterran, The Village, St. Julian’s STJ 1879, Malta or at any other place which the Board of Administrators of the Association may decide from time to time.
3.1 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.
4. Objects and Purpose
4.1 The main objects and purpose for which the Association is hereby constituted are:
(a) to promote the advancement of the aviation industry in general, as well as associated industries, with a particular focus on developing Malta as an international aviation centre.
(b) to promote with international and regional organisations or associations the harmonisation and unification of conventions and other instruments related to the aviation industry and to consider together with these entities proposals for new instruments having the same aim.
(c) to actively research, discuss and circulate information on developments taking place within the aviation industry and related industries in general.
(d) to endorse, promote and further economic, financial, and fiscal policies in the business aviation 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.
(e) to afford opportunities for the discussion and consideration of matters of interest to members of the Association and to undertake or assist in the preparation of documents and papers in respect of such matters; and
(f) to collect and circulate statistical and other information of interest to the members of the Association and to form a collection of publications and documents accessible to the Members of the Association.
4.2 The purpose of the Association expressly excludes the promotion of private interests.
5.1 To achieve its objects 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 needs, challenges, and difficulties 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 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 public with comprehensive information 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.
(n) Support and/or organise any event which will help promote the Association and/or Aviation in general.
(o) Provide its Members with information in respect of professional development opportunities; and
(p) Any other functions that are deemed necessary for the Association to fully perform its functions.
6.1 The Membership of the Association shall be open to all natural and legal persons involved in national and international aviation and associated industries.
6.2 There shall be four (4) 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.
(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 Organisations (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. 6.3 All of the above membership categories can be either single members or dual members. Dual members will be members of the M.B.A.A. and the EBAA while single members will only be members of the M.B.A.A.
7. Working Committees
7.1 The work of the Association may be delegated to:
(a) Standing Committees, which may be appointed during a General Meeting of the Association’s Members to study any topics which may be considered appropriate. A Chairman and Secretary shall be appointed to each Standing Committee and minutes of the meetings shall be sent to the Board of Administrators following each meeting. The Standing Committee shall report to the Board of Administrators and to the Annual General Meeting, if required; and
(b) Ad hoc sub-committees, which may be appointed from time to time by the Board of Administrators to consider and to report as necessary upon any topic which is not under consideration by a Standing Committee, if existing.
8. Membership Fees
8.1 All members shall pay an initial and annual renewal membership fee as shall be established by the Board of Administrators from time to time.
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 and examine any such applications. The Board of Administrators 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 this 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.
10. Cessation of Membership
10.1 A Member shall cease to be a Member of the Association if such Member:
(a) resigns from membership; or
(b) refuses or fails to pay his/her annual subscription fee; or
(c) infringes any of the provisions of this Statute; or
(d) acts in any way prejudicial to the interests of the Association.
10.2 It shall be in the discretion and competence of the Board of Administrators to decide whether a Member has committed any act of infringement as stated in paragraph (c) or (d) of sub-article 10.1 hereof. In the deliberation of such a decision, the Board of Administrators shall take into consideration all the circumstances of the case and shall afford the Member suspected of such infringement or action every opportunity to make a defence. In such a case, a decision by the Board of Administrators shall be require a simple majority.
10.3 A decision of the Board of Administrators under this article shall be deemed final and conclusive.
10.4 Re-instatement of Members following cessation in terms of 10.1 shall also be in the discretion and competence of the Board of Administrators. In such a case, a decision by the Board of Administrators shall be made by a two-thirds (2/3rds) majority of votes of all Members present and eligible to vote.
11. Board of Administrators
11.1 The Association shall be governed by a Board of Administrators (the “Board”) 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 the Secretary of each Working Committee, if any, 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 Working 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 Association 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 (2/3rds) 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) s/he is interdicted or incapacitated or is an undischarged bankrupt; and/or
(b) s/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 Administrators.
11.9 Decisions of the Board shall be taken unanimously in the case that the Board is composed of less than four (4) Members, and if composed of four (4) 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 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 shall determine the terms and conditions of employment, as well as the tasks and job description of such person or 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.
11.12 The Board shall fill all vacancies occasioned by death, suspension, or resignation in all elected offices (with the exception of the office of President); and such appointees are to hold office until the next Annual General Meeting.
11.13 In the case of a vacancy in the office of President, an Extraordinary General Meeting shall be convened by the Secretary at the earliest convenient time possible in order to elect a new President.
11.14 Remuneration, if any, paid by the Association to Members of the Board for holding office as Administrators shall be determined by them from time to time. Any Administrator mayhowever receive additional remuneration for any other service s/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.
12. General Meeting of all the Members of the Association
12.1 The Board shall be responsible for convening an Annual General Meeting of the Members of the Association. The Board 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 shall ascertain that all Members are 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 written communication.
12.3 The Board shall call additional General Meetings of Members if so, requested by written request signed by one fifth (1/5th) of all Full Members.
12.4 Only Full Members shall be entitled to vote. Each Full Member shall be entitled to one (1) vote each.
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; and
(j) settlement of conflicts.
12.6 The following matters shall be decided by a two-thirds (2/3rds) vote of the General Meeting of the Members present:
(a) amendments of the statute; and
(b) appointment of Honorary Members.
12.7 The following matter shall be decided by a three-fourths (3/4ths) majority 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 twenty-five (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 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 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 (15) 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 (15) 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 (3) 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 (1/10th) 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.
12.17 The Board shall maintain a register wherein they shall record the decisions carried forward at the General Meeting. Such records shall include a description of the discussions and of all motions passed.
12.18 The register shall be at the Members’ disposal at the registered office of the Association.
13. Amendment to the Articles
13.1 This Statute may only be amended at the General Meeting by a vote of at least two-thirds (2/3rds) of those present and voting, provided that notice of any proposed amendment or new article shall be given in writing to the Secretary within at least two (2) calendar months and forwarded by him to each Member at least two (2) days before such General Meeting.
14. Dissolution of the Association
14.1 The voluntary dissolution of the Association may be debated at any time upon a resolution of the General Meeting of its Members where such a resolution is passed by a majority of three-fourths (3/4ths) of all the paid-up Full Members.
14.2 In the event of a quorum not being reached, the General Meeting of the Members shall be convened again and may decide definitively and validly on this dissolution by a three fourths (3/4ths) majority of the validly cast votes.
14.3 Any proposal to dissolve the Association must come from the Board or from at least seventy five percent 75% of the Members of the Association and must be submitted to the Board at least two (2) months in advance.
14.4 The General Meeting of the Association’s Members shall determine how the net assets of the Association shall be distributed after settling all debts and charges by allocating them, in accordance with the law, in such a manner as most closely accords with the purpose for which the association was created.
14.5 Save a resolution to the contrary by the General Meeting of the Association’s Members, the Board shall have full powers to transfer all assets of the association in favour of another non-profit organization with similar purposes as the association which may be selected by the Board.
This statute has been agreed and subscribed to on the 7th of April, 2021 by all of the Board.
The Founding Members of the Association are:
– Adrian Spiteri
– Stanley Bugeja
– Dr. Tonio Fenech
– Fenech Farrugia Fiott Legal
– DC Aviation Ltd
– BizAv Services Ltd