Bylaws, Members Rights

OFFENCES:

A Member commits an offence against these bylaws if the Member breaches or fails to comply with any of the provisions of the terms, conditions or bylaws. It is a condition of Membership that you must sign the Social Compact and you the Member pay the Membership fees to memorialise the contract and comply with the terms, conditions and bylaws. This ensures your equal protection amongst the Members and also protects your rights. The Social Compact is made in accordance with International Law, being the adopted jurisdiction for the Members, providing Basic Human Rights and Freedom of Association.

Basic rights as a Member of the Private Membership Association are in articles 3, 6, 14, 15, 16, 17, 18, 19, 20 21 of the Articles of Association.

1. DISPUTE RESOLUTION & BYLAWS

Procedures for internal disputes are to be dealt in accordance with our bylaws agreed through a social compact by the Founding Members jointly with the Assembly Members in resolving any issue arising. The Association has also adopted the Universal Declaration of Human Rights UDHR, and every Association Member must agree to act and behave in a peaceful manner and agree to the bylaws before joining the Association or Assembly and also observe International Law, natural law, come in peace and “do no harm”.

2. MEMBERS

Any Member or body corporate (whether in his or her own private capacity or so duly appointed by the representative of any organisation) who fulfils the requirements and is admitted as an ordinary Member of the Association shall be deemed to be a Member of the Association unless he/she indicates in writing to the secretary that he/she does not want to be a Member. The number of ordinary Members shall be unlimited.

3. HOW A COMPLAINT IS TO BE MADE

(1) A Member or a Secretary may make a complaint by giving to the Assembly Secretary a notice in writing that—
(a) states that the Member or secretary is starting a procedure for resolving a dispute in accordance with the Associations Articles; and
(b) sets out the allegation to which the dispute relates and whom the allegation is against; and
(c) sets out any other information reasonably required by the Association.
(2) The Association may make a complaint involving an allegation against a Member or an officer by giving to the Member or officer a notice in writing that—
(a) states that the Association is starting a procedure for resolving a dispute in accordance with the Associations Articles; and
(b) sets out the allegation to which the dispute relates.
(3) The information given must be enough to ensure that a person against whom an allegation is made is fairly advised of the allegation concerning them, with sufficient details given to enable them to prepare a response.
(4) A complaint may be made in any other reasonable manner permitted by the Associations Articles.

4. A MEMBER WHO MAKES A COMPLAINT HAS RIGHT TO BE HEARD.

(1) A Member or an officer who makes a complaint has a right to be heard before the complaint is resolved or any outcome is determined.
(2) If the Association makes a complaint—
(a) the Association has a right to be heard before the complaint is resolved or any outcome is determined; and
(b) The secretary of the Assembly, may exercise that right on behalf of the Association.
(3) Without limiting the manner in which the Member, officer, or Association may be given the right to be heard, they must be taken to have been given the right if—
(a) they have a reasonable opportunity to be heard in writing or at an oral Assemble hearing (if one is held); and
(b) an oral hearing is held by the secretary or the Assembly and considers that an oral hearing is needed to ensure an adequate hearing; and
(c) an oral hearing (if any) is held before a Member of the Assembly; and
(d) the Assembly Member’s, secretary or officers, or Association Members written statement or submissions (if any) are considered by the Assembly.

5. COMPLAINTS OR DISCIPLINARY MATTER

A Member’s right to be heard, who is the subject of complaint has right to be heard
(1) If the Association considers a complaint, or institutes a disciplinary procedure, regarding alleged misconduct of a Member, the Member has a right to be heard before the complaint or procedure is resolved or any outcome is determined.
(1) This clause applies if a complaint involves an allegation that a Member, an officer, or the Association (the respondent)—
(a) has engaged in misconduct; or
(b) has breached, or is likely to breach, a duty under the society’s Articles, terms , conditions or bylaws.
(c) has damaged the rights or interests of a Member or the rights or interests of Members generally.
(1A) The respondent has a right to be heard before the complaint is resolved or any outcome is determined.
(1B) If the respondent is the Association, the secretary may exercise the right on behalf of the Association.
(2) Without limiting the manner in which a Member respondent may be given a right to be heard, a Member respondent must be taken to have been given the right if—
(a) the Member respondent is fairly advised of all allegations concerning the Member respondent, with sufficient details and time given to enable the Member respondent to prepare a response; and
(b) the Member respondent has a reasonable opportunity to be heard in writing or at an oral hearing (if one is held); and
(c) an oral hearing is held if the decision maker considers that an oral hearing is needed to ensure an adequate hearing; and
(d) an oral hearing (if any) is held before the Assembly Members and the Member’s written statement or submissions are considered by the Assembly Members.; and
(e) the respondent’s written statement or submissions (if any) are considered by the Assembly Members

6. INVESTIGATING & DETERMINING A DISPUTE

(a) The Association must, as soon as is reasonably practicable after receiving a complaint made or a grievance brought in accordance with its Articles, investigate and determine the complaint or grievance.
(b) The Association must, as soon as is reasonably practicable after receiving or becoming aware of a complaint made in accordance with its Articles, ensure that the dispute is investigated and determined.
(c) Complaints, grievances, and other disputes must be dealt with by the Association under the Articles in a fair, efficient, and effective manner.

7. THE ASSOCIATION MAY DECIDE NOT TO PROCEED WITH A MATTER IF -

(a) the matter or complaint is trivial; or
(b) the matter does not appear to disclose or involve—
(i) in the case of a complaint or disciplinary matter, any material misconduct; or
(ii) in the case of grievance, any material damage to a Member’s rights or interests; or
(c) the complaint does not appear to disclose or involve any allegation of the following kind:
(i) that a Member or an officer has engaged in material misconduct:
(ii) that a Member, an officer, or the Association has materially breached, or is likely to materially breach, a duty under the Associations Articles, terms, conditions or bylaws:
(iii) that a Member’s rights or interests or Members rights or interests generally have been materially damaged:
(d) the complaint, grievance, or disciplinary matter appears to be without foundation or there is no apparent evidence to support it; or
(e) in the case of a complaint or grievance, the Member who makes the complaint or brings the grievance has an insignificant interest in the matter; or
(f) the conduct, incident, event, or issue giving rise to the complaint has already been investigated and dealt with by or on behalf of the Association. under the bylaws; or
(g) there has been an undue delay in making the complaint.

8. DISPUTE RESOLVED BY AGREEMENT BETWEEN THE MEMBERS

(a) if any of the Members decide to resolve a dispute by agreement, then a memorandum signed by them or their respective representative Member, and the Members are more likely to be successful in resolving a dispute, then it can be resolved promptly by the parties themselves; and
(c) recognise that, if disputes are to be resolved promptly through expert problem-solving support, information, and assistance needs to be available to the parties to those disputes; and
(d) recognise that the procedures for dispute resolution under this part need to be flexible; and
(f) recognise that difficult issues of bylaws may need to be determined by senior Members of the Assembly to facilitate the resolution of disputes about regarding the parties concerned, in the most efficient, informal, and peaceful manner possible.
(2) The Assembly has, in order to carry out its function in accordance with its Articles, terms conditions and bylaws, the following functions:
(a) to receive and assess a complaint alleging that there has been a breach of a bylaw,
(b) to gather information in relation to a complaint,
(c) to offer services designed to facilitate resolution of the complaint, including information, expert problem-solving support, mediation, and other assistance:
(d) to take action or further action in relation to the complaint, if the complainant or aggrieved Member wishes to proceed with it,
(e) to provide information gathered in relation to a complaint to the parties concerned.
(e) Provide other services (of a type that can address a variety of circumstances) that assist Members to resolve, promptly and effectively, their disputes,
(f) And seek to remedy the situation by means of a telephone, facsimile, internet, or email carrier service (whether as a means of explaining where information can be found or as a means of actually providing the information or of otherwise seeking to resolve the problem); or
(g) by publishing pamphlets, brochures, booklets, or codes; or
(h) by specialists who—
(i) respond to requests or themselves identify how, where, and when their services can best support the object of this Part; or
(ii) provide their services in the manner, and at the time and place that is, most likely to resolve the problem or dispute in question; or
(iii) provide their services in all of the ways described in this paragraph, but if this does not resolve the dispute then Members have the option of taking the dispute to an international mediation process.

9. INTERNATIONAL ARBITRATION

If a dispute arises out of or relates to this contract, or the breach thereof, and if the dispute cannot be settled through negotiation, the parties may agree first to try in good faith to settle the dispute by mediation administered by a third party such as - Peacemaker Equity under the Peacemaker Equity Rules before resorting to arbitration. The mediation will be conducted in person at a specified location or via video conference or phone call and all documentation/evidence relating to the dispute and any negotiation which has taken place may be provided via email to info@peacemakerequity.com at least 7 days before the mediation can commence.

The parties agree to waive their right to sue or litigate in any public court and agree to try in good faith to informally resolve any dispute via negotiation and mediation for at least 30 days before starting arbitration. A party who intends to seek arbitration must first engage a mediation session conducted by Peacemaker Equity. If the mediation process is unsuccessful and arbitration is required, the party seeking arbitration may send the other parties a written notice with a detailed explanation of the dispute, its basis and the relief sought with an accompanying affidavit. If you want to send such a notice to Peacemaker Equity, send it to info@peacemakerequity.com

If we want to send such a notice to you as a Member, we will send it to the email address associated with your account or to the email address provided. If the parties do not reach an agreement to resolve the dispute via negotiation or mediation within 30 days after the date the notice was sent, then the parties may start arbitration as described above. The parties agree that Peacemaker Equity administer the arbitration, and the arbitration will be governed by the principles of equity contained in the Bible.

The rules and principles for the Peacemaker Equity arbitration process are found at http://peacemakerequity.com. The arbitrator is bound by these rules and principles. The arbitration will be conducted via video conference, in person or by phone call. All documentation/evidence is to be provided to info@peacemakerequity.com and the parties agree that the arbitrator’s judgement will be final and enforceable under applicable law, and judgment may be entered upon it in any court with jurisdiction.
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The arbitration costs will be shared between all parties, according to the Peacemaker Equity Rules.
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The parties agree that if they are unhappy with the outcome of the arbitration, they can appeal the decision to a jury of twelve which will be conducted via video conference, in person or by phone call, with all documentation/evidence to be provided to info@peacemakerequity.com. A jury trial will follow the same rules and principles as an arbitration. The judgement will be made in consideration of all available evidence and in accordance with the principles of equity contained in the Bible.
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If you do not want to be bound by this binding arbitration provision, you must inform M Business Club within 7 days of the date that you first accepted these terms by agreeing to this clause. A written notification must be sent to support@mbusinessclub.org with your name, address, username, and a clear statement that you do not want to resolve disputes with us or fellow Members through the Peacemaker Equity arbitration process, sharing the reason/s why not.

10. DECISION MAKERS

An Association or Assembly Member may not act as a decision maker in relation to a complaint, grievance, or other dispute if 2 or more Members of the Association or Assembly consider that there are reasonable grounds to believe that the person may not be—
(a) impartial; or
(b) able to consider the matter without a predetermined view or prejudice regarding the matter or have cause to discriminate.

11. MEMBERS INDEMNITY

Member agrees to hold the Association, its owners, trustees, representatives and staff harmless against any and all liability for any unintentional harm that may occur during Membership and arising out of Member’s use of the Associations Written Work Product, services or other benefits of Membership, except for harm resulting from gross negligence or intentional misconduct on the part of the Association.

Member expressly and in good faith agrees to and affirms, without objection, the Associations protocol of handling any disputes with the Assembly directly as private Associations business (“In-House Dispute Resolution”), without resorting to public courts or tribunals, administrative bodies, or other public forums. In-House Dispute Resolution shall be limited to the Associations dispute resolution in this agreement.
Each party agrees to defend, indemnify, and hold harmless the other party and its officers, trustees, representatives, agents, affiliates, and employees from any and all third party claims, demands, liabilities, costs and expenses, including reasonable attorney fees, costs and expenses resulting from the indemnifying party’s material breach of any duty, representation, or warranty under this Agreement.

12. UPDATES

The Club reserves the right to amend or update these bylaws and will notify the Members.