ARTICLE I: DEFINITIONS
“Annual General Meeting ” means the General Meeting held once a year to receive the report on the affairs of the Chamber; approve the budget, accounts and subscriptions for the following year, and any other business as may be determined by the Executive Committee not requiring an Extraordinary General Meeting.
“Associate Members” means member elected under Article VI, 6.01(ii), a) and b).
“Britain” or “British” means the United Kingdom, Northern Ireland, the Channel Islands, the Isle of Man or any dominions and territories under the direct rule of the Government of the United Kingdom; nationals of, or entities registered in or effectively owned or controlled by nationals of, the aforementioned territories.
“Bye-Law” means rules and regulations as may be established by the Executive Committee from time to time under Article 7.06 for the day-to-day governance of the Chamber.
“Executive Committee” means a body of Ordinary Members elected or appointed under the Constitution to manage the affairs of the Chamber.
“Constitution” means the supreme governing Constitution of the British Business Chamber of Cambodia as currently in force and duly approved by the Membership.
“Corporate Members” means Ordinary Corporate Members and Associate Corporate Members under Article 6.01
“Extraordinary General Meeting” means a meeting called according to the provision of this constitution to consider and vote on certain matters of fundamental importance to the Chamber.
“Financial Year” means the financial year of the Chamber is the year commencing from 1st March of each calendar year.
“General Meeting” means meeting to which all Members have the right to attend and vote according to their rights as laid down in this Constitution.
“General Member” means Members of the Executive Committee who are not Officers.
“Government” means the Government of the Kingdom of Cambodia.
“Great Britain” means the United Kingdom, Northern Ireland, the Channel Islands and the Isle of Man.
“Honorary Members” means members elected under Article VI, 6.01 (iii)
“Individual Members” means Ordinary Individual Member and Associate Individual Members under Article 6.01.
“Law” or “Laws” means the laws of the Kingdom of Cambodia.
“Members” or “Membership” means all companies and individuals who having been duly elected under the provision of this Constitution are fully paid up and in good standing.
“Officers” means Chairman, Vice-chairman, Treasurer and Secretary.
“Ordinary Members” means member elected under VI, 6.01 (i), a) & b)
“Sub-committee” means a body of persons established by the Executive Committee for a specific purpose under Article 7.05.
“The Chamber” means the British Business of Cambodia.
“United Kingdom” means England, Scotland and Wales.
ARTICLE II: NAME
The Name of the chamber shall be “The British Chamber of Commerce Cambodia (“The Chamber”)”.
ARTICLE III: FORM OF CHAMBER
The Chamber shall be an unincorporated, independent and non-profit making body of Members bound together in mutual goodwill and sharing common objectives. The affairs of the Chamber shall be governed solely by this constitution as may be amended from time to time and by any Bye-laws which may be established under the terms of this constitution except insofar as they may conflict with the Laws if the Kingdom of Cambodia.
ARTICLE IV: ADDRESS
For the purposes of receiving notices, applications for Membership, etc., the official address of the Chamber shall be P.O. Box 78, Phnom Penh, Kingdom of Cambodia or any such other address as the Executive Committee may decide provided that any such change of address shall be communicated in writing to Membership, to the Trade Promotion Department of Ministry of Commerce and shall be advertised in a leading English language journal in Cambodia. The administrative offices of the Chamber shall be as determined by the Executive Committee from time to time.
ARTICLE V: AIMS AND OBJECTIVES
The Chamber aims to provide a forum for British Business people having on interest in Cambodia to meet together in a spirit of friendship and cooperation for mutual benefit and with a view to fostering food commercial and social relation with our Khmer counterparts and the community at large. The principal Objectives are:
a) To present the collective interests of the Membership in relation with the Government and other official bodies including Chambers of Commerce and other local and foreign business chambers, and where appropriate, international agencies and other organisation; whether by direct meetings, participating in workshops, conferences and seminars, social gatherings or any other appropriate means of interaction.
b) To provide a forum for Members to meet to exchange idea and experience, seek and provide advice and consult with one another on matters of mutual interest.
c) To establish a data base of information on all aspects of living and doing business in Cambodia, including useful contacts and references, and to provide a clearinghouse of such terms as Executive Committee deems appropriate.
d) To produce newsletters and other relevant publications including a Members’ Directory.
e) To liaise with representatives of the British Embassy and other British government missions and organsations to coordinate activities so as to add synergy to our mutual aims of promoting the British presence and image in Cambodia.
f) To participate in “British in Asia-Pacific” and other initiatives to promote the Chamber and its Membership in regional and international forums.
g) To meet, hold briefings and otherwise assist where possible British business delegations.
h) To host, arrange, sponsor or participate in any trade fairs, exhibitions, cultural shows or promotions consistent with the aims of advancing British interests in Cambodia.
i) To undertake public relations activities to promote the interests of the Membership and create goodwill with the government and people of our host country.
j) To host, arrange, sponsor or participate in any social events, which bring the British community and their friends together.
k) To engage in such charitable activities as the Executive Committee may deem appropriate to the needs of society and the good image of the British community.
l) To undertake and engage in all other activities consistent with the Aims and Objectives of the Chamber.
ARTICLE VI : MEMBERS
6.01 Categories of Membership
There shall be three principal categories of membership: Ordinary, Associate and Honorary. In the case of Ordinary and Associate there shall be two sub-categories: Corporate and Individual.
a) Ordinary Corporate Members: companies in good standing which are British, or which can demonstrate to the satisfaction of the Executive Committee that they have substantial British ties, having a legal presence in Cambodia. Ordinary Corporate Members may be represented by up to two individual who shall enjoy the same rights as ordinary Individual Members.
b) Ordinary Individual Members: British individual who are in good standing sharing in the Aims and Objectives of the Chamber who are ordinary resident in Cambodia.
a) Associate Corporate Members: companies in good standing having a legal presence in Cambodia who are not eligible for Ordinary Membership but whom, sharing in the Aims and Objectives of the Chamber, are in the opinion of the Executive Committee otherwise suitable to enjoy the benefits of Membership. Associate Corporate Membership may be represented by up to two individuals who shall enjoy the same rights as Associate Individual Members.
b) Associate Individual Members: Individuals who are not eligible for Ordinary Membership but whom, sharing in the Aims and Objectives of the Chamber, are in the opinion of the Executive Committee otherwise suitable to enjoy the benefits of Membership.
iii) Honorary Individuals whom in the opinion of the Executive Committee have rendered distinguished service to the cause of the Chamber. Honorary Members may be elected for life or such other period that the Executive Committee deems appropriate. No more than one Honorary Member may be elected in any calendar year.
6.02 Application for and Election to Membership
(a) Applicants wishing to become Ordinary or Associate Members must submit their application form in writing to the Chamber containing the following information:
- Name and address of applicant;
- Category of Membership applied for;
- The type if enterprise in which the applicant is engaged, including a summary of the reasons why the applicant believes that they are legible for membership and their connections with Great Britain, if any;
- The date and place of company registration, if applicable;
- Agreement to comply with the Constitution and Byelaws of the Chamber after election as a Member.
- The signatures of two sponsors who must be Ordinary members.
(b) Upon receipt the application shall be submitted to the Executive Committee at their next meeting. Election to Membership shall be by simple majority in a vote of the Executive Committee.
(c) Upon election the applicant shall be notified promptly and shall be provided with a copy of the Constitution and byelaws. Admission of the applicant to Membership shall be notified to the other Members at the next meeting and through the Newsletter.
(d) In the event of rejection the applicant shall be notified promptly. The decision of the Executive Committee shall be final and no reason will be given for rejection.
(e) An applicant who has been rejected may not re-apply for Membership within six (6) months of the original rejection.
6.03 Rights, Duties and Obligations of Members
(a) All Members have right to participate in all and any of the business and social activities of the chamber.
(b) All Members have the right of access to the Chamber’s database and information services.
(c) All Members have the right to attend the meeting of the Chamber, including the Annual General Meeting and Extraordinary General Meetings, and to receive and adopt reports on the affairs of the Chamber. However, their right to vote will be governed by the provision of Article 6.04, below.
(d) All Members, collectively and individually, shall defend, indemnify and hold harmless the Chamber and all other Members from and against all expense, claims, loss of production loss of profits loss of business, any other types of loss or any indirect or consequential damages arising out of or in connection with any advice, assistance or information of whatever kind provided by the Chamber.
6.04 Voting Rights
Only Ordinary Members shall have the right to vote at any meeting. Ordinary Individual Members shall be entitled to have one vote.
6.05 Change of Membership category
And Ordinary Member whose circumstances change after they have become a Member so that they would no longer qualify for Ordinary Membership may be required to change their category to Associate Member; except that all Ordinary Members at the time of introduction this amended Constitution shall retain their current status.
6.06 Termination of Membership
i) Resignation: Any Member desiring to resign from Membership must deliver written notice of resignation to the official address of the Chamber. Every resignation notice shall be deemed to take effect on the date stated in the notice, or if none, on the date that such notice is received by the Chamber.
ii) Incapacity: Membership may be automatically terminated in any of the following cases:
(a) Death, in the case of an Individual Member
(b) On a Member being declared bankrupt by a Court of Law
(c) Failure or termination of business in the case of a Corporate Member.
(d) Expiration of Membership or, after due notice, failure to pay subscriptions and fee to the Chamber within six (6) months of due date.
(e) On being declared by a Court of Law to be legally incompetent or incapable.
iii) Expulsion: The Chamber may expel a Member who in the opinion of the Executive Committee has conducted himself in an unbecoming many, has committed a serious breach of the Constitution and Bye-Laws or when it is felt that allowing him/her to remain as a Member would bring discredit to the Chamber. In such case, after giving due notice to the Member concerned, the Executive Committee shall call an Extraordinary General Meeting at hic vote of not less than two-third (2/3rds) of the Member concerned does not personally attend the meeting the meeting shall proceed as if the Member were present.
ARTICLE VII: MANAGEMENT AND MINISTRATION
The day-to-day management and administration of the Chamber shall be vested in the Executive Committee.
7.01 Executive Committee and officers
The Executive Committee shall be comprised of a Chairman, a Vice-chairman and a Secretary (“the Officers”) and up to five (5) other General Members all of whom will be elected from the Ordinary Membership of the Chamber.
The Executive Committee shall be comprised of a Chairman, a Vice-chairman, a Treasurer and a Secretary (“the Officers”) and up to four five (5) other General Members all of whom will be elected from the Ordinary Membership of the Chamber.
7.02 Election of the Executive Committee and Officers
(i) Nominations for the candidates to be elected to the incoming Executive Committee signed on behalf of at least two Corporate Members (a Proposer and a Seconder) shall be delivered to the Secretariat in writing not less than twenty-one (21) days before the date of the Annual General Meeting from which that incoming Central Executive Committee is to hold office.
(ii) If the candidates nominated for election to the incoming Executive Committee are no more than eight (8) in number then the persons so nominated shall be automatically deemed to be the elected Board Members of the incoming Executive Committee.
(ii) A meeting shall be held promptly after each Annual General Meeting by the members of the incoming elected Executive Committee at which an election shall take place by ballot to decide the incoming Chairman, Vice-Chairman and Secretary.
(iv) The incoming Chairman shall be elected first followed by the incoming Vice- Chairman. Members of the incoming elected Executive Committee standing for Chairman or Vice- Chairman may vote in their own favor. In case of a tied vote for the office of Chairman, the existing Chairman may exercise a second or casting vote unless the existing Chairman has a conflict of interest in which event such second or casting vote shall be cast by the first existing elected Executive Committee Member who has no such conflict of interest, commencing with a Vice- Chairman. In case of a tied vote for the office of Vice- Chairman, the incoming President shall exercise a second or casting vote. Any member of the incoming Executive Committee who is unable to attend the meeting called to elect the incoming Chairman and Vice- Chairman may instruct in writing another incoming member or the existing Chairman to vote as a proxy on such person's behalf.
(v) The elected Board shall appoint a Treasurer. The Treasurer does not need to be a member of the elected Executive Committee.
7.03 Responsibilities of the Executive Committee
The Executive Committee shall have general supervision and control over the day-to-day affairs and running of the Chamber and their responsibilities shall include:
(a) Prepare accounts, budgets and business plans and recommend subscriptions and fees for approval at a General Meeting,
(b) Receive, safeguard and disburse the Chamber’s funds according to the approved budget,
(c) Impose disciplinary measures and recommend expulsion of Members.
(d) Recommend the appointment, reappointment and dismissal of the auditors.
(e) Enter into contractual arrangements on behalf of the Chamber including the rental of premises for the Chamber’s use; purchase property, equipment and other necessities for use by the Chamber as provided for in the budget and to use, assign, transfer or otherwise dispose of the same in the interests of the Chamber.
(f) Employ, set terms and conditions for and dismiss any staff of the Chamber.
(g) Call and propose motions at Extraordinary General Meetings for any purpose required by the Constitution including dissolution of the Chamber.
(h) Any other matters that may be reasonable implied by this Article necessary for the good administration of the Chamber.
Executive Committee Members shall not receive any remuneration for their services but maybe reimbursed for reasonable out-of-pocket expenses in connection with the performance of their duties.
i) The Executive Committee may appoint Sub-committees from amongst all categories of Members and non-Members for any purpose connected with the affairs of the Chamber. The Executive Committee shall set Terms of Reference for each Sub-committee in writing.
ii) Each Sub-committee shall unless otherwise agreed by a majority vote of the Executive Committee include not less than one Executive Committee Member.
iii) Sub-committees shall regulate their meeting as they see fit but must send written minutes of each Sub-committee meeting to the Secretary as soon as possible after each meeting.
The Executive Committee may establish, amend and abolish Byelaws from time to time to provide good governance and administration of the day-to-day affairs of the Chamber. Such Byelaws shall have the same force as, and be integral with, the provisions of the constitution except that:
i) In the event of a conflict with any of the Articles the Constitution shall prevail, and
ii) Any byelaw may be abolished or amended on a petition signed by not less than 10 per cent of the total Ordinary Membership or by at least five Ordinary Members if the total of Ordinary Members is less than 50 and passed by a simple majority of Ordinary Members at a General Meeting.
7.07 Conduct of Executive Committee Meetings
i) Meeting of the Executive Committee shall be called by the Chairman or Vice-chairman.
ii) The Executive Committee must meet at least four (4) times a year. If the Chairman or Vice-chairman fails to call sufficient meeting then any three of the other Executive Committee Members shall be empowered to do so.
iii) The Executive Committee may invite, at its discretion, any Members or other person to attend meeting as observers on a regular or a case-by-case. Observers shall not be entitled to vote at Executive Committee meetings.
iv) Written minutes of each meeting of the Executive Committee shall be adopted the meeting immediately following and signed by the Chairman and the Secretary. Copies shall be kept in the permanent records of the Chamber.
v) The quorum for all Executive Committee meetings shall consist of not less than four (4) Executive Committee Members present in person.
vi) Each Executive Committee Member present shall have one vote and resolutions shall be passed by majority vote. In the event of a tie the Chairman of the meeting shall have an additional vote.
vii) A Executive Committee Member unable to attend a meeting in person may appoint another Executive Committee Member as his/her proxy. Such proxy must be delivered to the Chairman of the meeting in writing and may allow the proxy either to vote at his/her discretion or instruct the proxy as to how he/she may vote on any specific issue. Proxies will not count towards establishing a quorum.
viii) In the absence of the Chairman and Vice-Chairman those present will elect from amongst themselves and acting chairman for at the meeting with full power as though he were Chairman except for operating the bank accounts (Article 8.02, below).
ix) All minutes, decisions of the Executive Committee and meeting papers shall be signed by the Chairman of the meeting and the Secretary or, in his/her absence, one other Executive Committee member, and shall be preserved on the permanent records of the Chamber.
7.08 Indemnification of Executive Committee and Officers
Executive Committee shall be indemnified and held harmless against all losses, liabilities and expense threatened, incurred or suffered by him/her in connection with his/her term of office as an Executive Committee Member (whether during or after such term of office) provided that such Executive Committee Member has acted honestly land in good faith and in a manner he/she believe to be in, or not opposed to, the best interests of the Group.
7.09 Terms of Office
(i) All Officers and General Members of the Executive Committee shall after each election serve in office until the following Annual General Meeting. Officers and General Members seeking re-election must offer themselves for re-election at the Annual General Meeting and in the same manner as provided for in Article 7.02.
(ii) The positions of Chairman and Vice-Chairman may not be held by the same Board Member for more than three (3) consecutive years. At the expiration of the third consecutive year in such a position, the Board Member must step down and cannot put him/herself forward for that same position for a period of one (1) year.
7.10 Replacement to Fill Casual Vacancies
If during the course of the Chamber’s year a vacancy arises on the Executive Committee the Executive Committee may appoint an ordinary Member to serve until the next Annual General Meeting. If he/she wishes to remain in office the Executive Committee Member so appointed must offer himself/herself for election in the usual way.
7.11 Termination of Committee Members
Executive Committee Members may be terminated for the same reasons and in the same manner as provided for in Article 6.06, above, except that termination of a Executive Committee Member will not affect his/her status as an Ordinary Member.
ARTICLE VIII: FINANCIAL AFFAIRS AND ASSETS
8.01 Financial Year
The Financial Year of the Chamber shall be the year commencing 1st March of each calendar year.
8.02 Fees and Subscriptions
i) At each Annual General Meeting when presenting the Annual Accounts and Budget the Executive Committee shall propose the fees, subscriptions, grants and donations for meeting the costs of running the Chamber for the following year. It may also propose other sources of income such appropriate to the Aims and Objective of the Chamber.
ii) Surplus income may be used to create general or specific reserves subjects to approval by General Meeting
iii) In the event of an emergency arising during the year, the Executive Committee may call an Extraordinary General Meeting at any time for the same purposes as Article 8.01(i), above
8.03 Bank Accounts
i) The Executive Committee shall open an account with a reputable bank for the purpose of keeping the Chamber’s funds. Instructions to open an account and add or change signatories or change the account mandate must be made in writing and signed by the Chairman and the Treasurer or his/her Alternate.
ii) All cheques, or instructions to withdraw or transfer funds must be signed by two (2) Executive Committee Members of which one must be the Treasurer. In the event of the Treasurer’s absence the Executive Committee may appoint one of the other Officers to sign an Alternate in his/her place; such appointment must be communicated in writing to the bank as in (i) above.
iii) Any funds surplus to the immediate needs of the Chamber should be placed in an interest earning account.
8.04 Borrowing Powers
The Chamber is not allowed to borrow. Any obligations entered into by the Executive Committee other than current obligations for the day-to-day maintenance of the Chamber shall be the personal liability of the Executive Committee Members(s) who entered into them.
The Executive Committee shall propose the appointment or reappointment of an Auditor for adoption by the Membership at each Annual General Meeting. The Auditor may be appointed in an honorary or professional capacity. Any audit fees must be approved at the Annual General Meeting at the time of the Auditor’s appointment.
ARTICLE IX: GENERAL MEETINGS
9.01 Annual General Meeting
i) An Annual General Meeting of all Members shall be held no later than three (3) months after the end of the Financial Year and in any case not less than thirteen (13) months after the previous Annual General Meeting on a date to be set by the Executive Committee to consider and approve the financial accounts, to review the Budget for the following year, approve fees and subscription, to approve the appointment of the Auditor and to conduct any other business notified at least seven days prior to the meeting.
ii) A quorum for the Annual General Meeting shall be sent to each Member at their record address not less than fourteen (14) days prior to the date of meeting together with the Agenda.
iii) A quorum for the Annual General Meeting shall be not less than twenty-five per cent (25%) of the Ordinary Membership present or by proxy. If after a period of thirty (30) minutes subsequent to the schedules time of the meeting there is still not a quorum present then the meeting shall be postponed for seven (7) days thereafter and shall be held at the same hour and place. Further notice shall not be required other than to inform non-attending members of such postponement. A quorum shall be deemed to exist at the subsequent meeting irrespective of the number of Members present.
iv) Except insofar as the special provisions relating to election of the Executive Committee and Officer (see Article 7.02, above) apply, Ordinary Members shall have one vote or in the case of a Member holding a proxy for another Member, which must be in writing and signed by the Member concerned, they may also vote on behalf of the Member they represent.
9.02 Extraordinary General Meetings
i) As provided for in this Constitution an Extraordinary General Meeting may be called either by the Executive Committee or by a group of Ordinary Members representing not less than on third (1/3rd) of the Ordinary Membership.
ii) Notice of an Extraordinary General Meeting shall be sent to each Member at their recorded address not less than fourteen (14) days prior to the date of the meeting together with an agenda.
iii) A quorum for an Extraordinary General Meeting shall be not less than twenty-five per cent (25) of the Ordinary Membership present or by proxy. If after a period of thirty (30) minutes subsequent to the scheduled time of the postponed for seven (7) days thereafter and shall be held at the same hour and place. Further notice shall not be required other than to inform non-attending Members of such postponement. A quorum shall be deemed to exist at the subsequent meeting irrespective of the number of Member present.
iv) Ordinary Member shall have one vote or in the case of a Member holding a proxy for another member, which must be in writing and signed by the Member concerned, they may also vote on behalf of the Member they represent.
Ordinary Members shall have one vote or in the case of a Member holding a proxy for another Member, which must be in writing and signed by the Member concerned, they may also vote on behalf of the Member they represent. Except for the Chairman and Vice-chairman no Member shall be a proxy for more than one other Member.
v) Motions at an Extraordinary General meeting shall be carried by a simple majority vote of the Ordinary Members present or by proxy unless otherwise prescribed in Constitution.
ARTICLE X: DISSOLUTION
i) A motion for voluntary dissolution of the Chamber may be proposed by the Executive Committee in accordance with Article 7.03 or by a petition signed by not less than 10 per cent of the total Ordinary Member or by at least five Ordinary Members if the total of Ordinary Member is less than 50.
ii) The Executive Committee shall circulate the proposal for voluntary dissolution to all Members together with supporting reasons and recommendations for the disposal of surplus assets under Section 10.04 below, and convene an Extraordinary General Meeting specifically for the purpose at which not less than a three quarters (3/4ths) majority of the vote by Ordinary Members present or by proxy shall be required to approve dissolution of the Chamber.
iii) Upon dissolution the Executive Committee shall appoint a receiver and commence the orderly winding up of the Chamber’s affairs in accordance with the laws.
iv) After liquidation of all assets and settlement of all claims any assets remaining shall be donated to public charity or charities as recommended to and approved by the Extraordinary General Meeting.
ARTICLE XI: AMENMENTS TO THE CONSTITUTION
i) Amendment to the constitution may be proposed by the Executive Committee in accordance with Article VII or by a petition signed by not less than 10 per cent of the total Ordinary Membership or by at least five Ordinary Members if the total of Ordinary Members is less than 50.
ii) The Executive Committee shall circulate the proposed amendment to all Members together with supporting reasons and convene an Extraordinary General Meeting at which not less than a two thirds (2/3rds) majority of the vote by Ordinary Members present or by proxy shall be required to adopt the amendment.
ARTICLE XII: ARBITRATION AND GOVERNING LAW
In the event of a dispute arising with the Chamber which cannot be resolved by the Executive Committee within this Constitution it shall be referred to an Extraordinary General Meeting called specifically for the purpose. The decision of the Extraordinary General tribunal court or jurisdiction.
12.02 Governing Law
The governing law is the law if the Kingdom of Cambodia.