LATEST MEMBERS

1. DEFINITIONS

Founding Members: The Chambre de Commerce Franco-Cambodgienne (CCFC), the British Business Association in Cambodia (BBAC) and the Arbeitskreis Deutsche Wirtschaft (ADW)

EUROCHAM: The European Chamber of Commerce in Cambodia

1.1.Name of the Organization

The name of the association shall be EUROCHAM - The EUROPEAN CHAMBER OF COMMERCE in Cambodia (hereinafter referred to as "EUROCHAM"). EUROCHAM shall be a voluntary, corporate and autonomous private sector body, with perpetual succession that can acquire movable and immovable property rights and assume obligations, and will sue and be sued in its own name, independently of its members.

The membership and activities shall seek to cover the Kingdom of Cambodia (hereinafter referred to as Cambodia) in its entirety, but shall be centred in Phnom Penh. EUROCHAM shall be a non-profit organization.

1.2. Objectives of EUROCHAM

• EUROCHAM shall represent the views of the business community of the Member States of the European Union (as constituted in accordance with the Treaty of Rome in 1957 and subsequent amending Treaties) in the Kingdom of Cambodia on doing business in Cambodia;

• EUROCHAM shall endeavour to improve access of European business to the Cambodian market;

• To support the EU in accordance with the provisions in these Statutes and any EUROCHAM Contracts and to provide Services to Members and non-Members relating to economic, legal, technical, financial, market and other business issues in the EU and Cambodia;

• To facilitate the creation of strategic alliances between small and medium size companies of Cambodia and EU Member States;

• EUROCHAM shall promote a strong European Union business identity vis-à-vis the Cambodian business community.

• EUROCHAM shall promote strong ties with the Delegation of the European Commission, Representatives of European Member States, the Chambers of Commerce or Business Associations in Cambodia of EU member countries (that is Chambers of Commerce established in Cambodia for the promotion of the interests of companies from one of the Member States of the European Union) as well as other Business Groups and Chambers.

• In pursuit of its activities, EUROCHAM shall adhere to the principle of subsidiarity as described in Article 5 in the Treaty Establishing the European Community.

• EUROCHAM shall abide by the laws and regulations of the Kingdom of Cambodia.

1.3. Resources of the organisation are membership fees.

2. MEMBERSHIP

2.1: Eligibility for Membership in EUROCHAM shall be divided into two main (2) categoriesand an honorary membership:

Ordinary Members may be either:

Ordinary Corporate Members: companies in good standing which are established under the laws of any EU Member State or which are majority-owned subsidiaries of such companies or which can demonstrate to the satisfaction of the Executive Committee that they have substantial ties to the EU and which have a legal presence in Cambodia in a form permitted by the laws of Cambodia; or
Ordinary Individual Members: individuals of good standing who are nationals of any EU Member State and who can demonstrate to the satisfaction of the Executive Committee that they are actively involved in business, trade, investment and/or other permitted activities in Cambodia but are not members of an organization which could become an Corporate Member and who are ordinarily resident in Cambodia.

Associated Members, which consist of

Associate Corporate Members: companies in good standing which are established under the laws of Cambodia; or
companies in good standing which are established under the laws of any EU Member State or which are majority-owned subsidiaries of such companies or which can demonstrate to the satisfaction of the Executive Committee that they have substantial ties to the EU and Cambodia but which do not have a legal presence in Cambodia in a form permitted by the laws of Cambodia.
Associate Individual Members: individuals of good standing who are nationals of any EU Member State and who can demonstrate to the satisfaction of the Executive Committee that they are actively involved in business, trade, investment and/or other permitted activities in Cambodia and/or the EU but are not members of an organization which could be come a Corporate member and who are not ordinarily resident in Cambodia.

2.2. Honorary Membership:

individuals who have made, or are likely to make, a special contribution to the EUROCHAM and who are invited by the Executive Committee to become Honorary Members of the EUROCHAM.

2.3. Honorary members are:

• The duly appointed Ambassadors of European Union Member States in Cambodia and
• any person, partnership, corporation or entity invited by the Executive Committee, which has made a distinguished contribution in furthering the purposes of the EUROCHAM and
• the duly appointed Head of Delegation of the European Commission in the Kingdom of Cambodia.

2.4. Further Honorary Members may be elected for life or for such period as the Executive Committee shall decide and may be removed from the EUROCHAM by resolution of the Executive Committee. Except as otherwiese stated herein, Honorary Members shall be entitled to all the privileges of Associate Members except that they shall not be entitled to claim any share of the property of the EUROCHAM on dissolution of the EUROCHAM and shall not be obliged to pay any annual fees for being Members of the EUROCHAM.

2.5. Corporate Representation
Each Corporate Member shall appoint one of its officers or employees to represent it at EUROCHAM Meetings ("Company Representative"). Each Company Representative shall be appointed by the Corporate Member giving written notice to the Executive Committee and may be removed and replaced at any time by the Corporate Member giving the Executive Committee written notice of his/her removal and the name of his/her replacement.

2.4. Liability of Members

The liability of the members of the EUROCHAM for the debts and obligations of the EUROCHAM shall be limited to the payment of any amount owed by them to the EUROCHAM under these Articles.

2.5. Rights and Duties of Members

• Each Company Representative of an Ordinary Corporate Member and each Ordinary Individual Member shall be entitled to one vote at EUROCHAM Meetings and to serve on the Executive Committee.
• Neither Associate Members nor Honorary Members shall be entitled to vote at EUROCHAM Meetings or to serve on the Executive Committee in their capacity as Associate or Honorary Members.
• All Members shall be equally entitled to have such access to the Services of the EUROCHAM as is permitted under these Statutes and the EUROCHAM Rules, and upon payment of any fees charged to Members in respect thereof.
• A three-quarters' (3/4) majority of Ordinary Members present in person or by proxy at an EUROCHAM Meeting shall have the right to approve the adoption of the EUROCHAM Rules and any amendments thereto.

• Each Member shall be deemed by virtue of his/her membership to agree to abide by these Statutes and EUROCHAM Rules and to pay any fees charged by EUROCHAM in accordance with these Statutes and EUROCHAM Rules.

2.6. Termination of Membership

Membership shall be terminated:

• By resignation in writing to the Executive Committee signed by the member.

• When the member has failed to pay the subscription fee within one month of giving him a second notice.

• By a resolution of expulsion passed by an affirmative vote of two-thirds (2/3rds) majority of the members of the Executive Committee present at a meeting held in accordance with these Articles. A member may be expelled only if it has seriously violated the interests of EUROCHAM.

• Membership will be automatically terminated on the date that a Member dies, resigns, is declared bankrupt or insolvent by a court of competent jurisdiction, is dissolved or ceases to carry on business, ceases to be eligible as a Member, is expelled under Article 2.6.c) above

• If the member is over fifty (50) days in arrears of payment of any fees due to the EUROCHAM

3. THE EXECUTIVE COMMITTEE

3.1. The activities of EUROCHAM shall be managed by an Executive Committee elected by the Ordinary Members at an EUROCHAM Meeting and shall consist of at least six (6), but up to twelve (12) persons of good standing who are either Corporate Representatives of Ordinary Corporate Members or Ordinary Individual Members ("Executive Committee Members").

3.2.The founding business associations that have entered into the foundation agreement for EUROCHAM Cambodia shall be entitled to nominate two of their members each to be an Executive Committee Member. They shall notify the Executive Committee of the identity of the individual they have nominated to be an Executive Committee Member at least 30 days prior to the Annual EUROCHAM meeting. The Executive Committee shall have a right of veto over the person nominated.
In the event that the right of veto is exercised, then the relevant association shall notify the Executive Committee of an alternative nominee within 14 days of having been advised that the previous nominee has been rejected..

3.3. The Executive Committee shall consist of the Chairman and two (2) Vice-Presidents, a Treasurer and two (or six) other members.

3.4. Chairmanship of the executive committee rotates between the founding associations’ members of the executive committee

3.5. The Chairman shall hold office for one year and shall be eligible for re-election twice. The Vice-Presidents and Treasurer shall hold office for one year and shall be eligible for re-election twice as Vice-President or Treasurer. After holding office as Vice-President or Treasurer for three terms, a person is still eligible for election as President for three terms.

3.6. The day-to-day operations of the Executive Committee shall be managed by an executive director who shall be an European national duly appointed by the Executive Committee to be the executive director of the Executive Committee. The executive director shall execute the general affairs of the Executive Committee in accordance with the objectives, policies, constitution and regulations of the EUROCHAM under the supervision and control of the Executive Committee. The executive director shall be assisted by support staff of EUROCHAM.

3.7. If an Executive Committee Member wishes to resign from the Executive Committee, is absent from three consecutive Executive Committee Meetings, ceases to be ordinarily resident in Cambodia, ceases to be the Corporate Representative of an Ordinary Corporate Member or to be an Ordinary Individual Member, or is requested to resign from office at any time pursuant to a resolution of a two-thirds' (2/3) majority vote of the Executive Committee Members, then he/she shall, on request of the Executive Committee, give written notice of his/her resignation to the Executive Committee or, if no such notice is given within two weeks of request for the same by the Executive Committee, he/she shall be deemed to have resigned from the Executive Committee. On resignation or termination of office of any Executive Committee Member for any reason before the expiration of his/her normal tenure of office, the remaining Executive Committee may invite another eligible Ordinary Member to fill the vacancy and such Ordinary Member shall remain in office until the next Annual EUROCHAM Meeting at which Executive Committee elections take place.

3.8: The Executive Committee shall regulate its own proceedings as it sees fit in accordance with the provisions of these Statutes and the EUROCHAM Rules. Generally and without limiting its powers, the Executive Committee shall:

• Through its executive director manage and supervise the day-to-day operations of the EUROCHAM and the implementation of any EUROCHAM Contracts;
• Submit the EUROCHAM Rules and any subsequent amendments thereto for approval by the Ordinary Members;
• Establish such common interest sub-committees and/or groups under the Executive Committee as the Executive Committee sees fit;
• Establish the budget of EUROCHAM;
• Have such powers and undertake all such activities as the Executive Committee, in its sole discretion, considers necessary or desirable for the Executive Committee to operate the EUROCHAM in accordance with these Statutes, the EUROCHAM Rules, the EUROCHAM Decision and the laws of Cambodia.

3.9. The Executive Committee shall meet at least once every three (3) months. If the Executive Committee Chairperson fails to call sufficient Executive Committee Meetings, then any three Executive Committee Members may by written to all Executive Committee Members, call an Executive Committee Meeting.

3.10. At Executive Committee Meetings, each Executive Committee Member present shall have one vote and resolutions shall be passed by majority vote. In the event of equality of votes at any Executive Committee Meeting, the Executive Committee Chairperson shall have a casting vote.

3.11. The quorum for all Executive Committee Meetings shall consist of not less than four (4) Executive Committee Members.

4. FUNDING

4.1.EUROCHAM shall be entitled to receive Funds and shall pay for its operational expenses from the Funds received provided that any Funding of EUROCHAM is used in accordance with the terms of EUROCHAM Contract under which such funding is provided.

4.2.EUROCHAM shall charge such fees for services made available by the EUROCHAM to Members and non-Members as are, in the sole discretion of the Executive Committee, necessary to cover the expenses of EUROCHAM according to the EUROCHAM budget, on a non-profit making basis and in accordance with the guidelines set out in the EUROCHAM Rules.

4.3.EUROCHAM shall set up and maintain such budgets and accounting systems as the Executive Committee sees fit and annual financial statements of EUROCHAM shall be prepared and audited by independent audit firms, in conformity with the provisions of the EUROCHAM Rules.

4.4. Upon termination of the term of office of any Executive Committee Member, he/she shall sign all papers and take all action necessary to change bank accounts and mandates and to transfer the property of EUROCHAM to other Executive Committee Members and if such action is not taken within three (3) days after termination of any Executive Committee Member's term of office, the Executive Committee Chairperson shall be entitled to sign all such papers on his/her behalf.

4.5. Reporting Within one (1) month preceding every annual EUROCHAM Meeting, the Executive Committee shall submit to the Advisory Committee, the Board of Governors and the Members, a written report on the operations of EUROCHAM for the previous twelve (12) months period. The Executive Committee Chairperson shall submit the report, and if available, (the recommendations of the Advisory Committee, the Board of Governors and the Members thereon), to the EU Delegation in Cambodia.

4.6. Auditor One or more qualified persons not members of the Executive Committee shall be elected as auditors at each annual EUROCHAM Meetings. They shall be required to audit the annual accounts of the EUROCHAM and the accounts for any periods as required by the Executive Committee.

5. ANNUAL GENERAL MEETINGS

5.1. The Executive Committee Chairperson shall call and chair all EUROCHAM Meetings in accordance with the EUROCHAM Rules. The Executive Committee Chairperson shall be considered as the President of the EUROCHAM.

5.2. If the Executive Committee Chairperson fails to call the Annual EUROCHAM meeting as required under these Statutes or upon reasonable request to do so by any ordinary member, then any five (5) Executive Committee Members or any three-quarters' (3/4) majority of ordinadry members may by notice in writing to all Members call anEUROCHAM meeting. All members shall be notified of the EUROCHAM Meeting by post or messenger delivery, not less than fourteen (14) days prior to the date of Meeting. The notice shall include date, time venue, and agenda of the Meeting.

5.3. The Annual General Meeting of the members of EUROCHAM shall be held prior to 31st May in each and every year on such date as the Executive Committee shall deem advisable. The Annual General Meeting shall be called by at least fourteen days notice. The notice shall specify the place, date and time of the meeting, and in case of special business, the general nature of that business. 

5.4. The Annual General Meeting shall

• Receive the Annual Report of the President
• Receive the Annual Reports of the Chairmen of the Working Group
• Receive the Annual Statement of the Treasurer as of the 31st day of December of the previous year.
• Elect the members of the Executive Committee that are eligible
• Appoint an auditor duly authorized to practice in Vietnam; and
• Discuss or conduct any other matters notified in writing by any member to the Executive Committee at least seven (7) days prior the meeting.
• Vote on resolutions

5.5. The quorum for Eurocham annual meetings shall consist of not less than one third (1/3) of the Ordinary Members present in person or by proxy. If after a period of thirty (30) minutes subsequent to the scheduled time as mentioned in the said notice for the meeting there is not a quorum present, then the meeting shall be postponed for seven (7) days thereafter and shall be held at the same time and place. Further notification to the members shall be required. A quorum shall be deemed to exist at the subsequent meeting irrespective of the number of members present.

6. EXTRAORDINARY GENERAL MEETINGS

6.1. All General Meetings of members other than the Annual General Meeting shall be called Extraordinary General Meetings.  

6.2. Extraordinary General Meetings may be convened by:

• The Executive Committee whenever it sees fit.

• By a written request made by any 5 members of the Sectorial Working Groups.

6.3. An Extraordinary General Meeting shall be called with at least fourteen days notice. The notice shall specify the place, date and time of the meeting, as well as the general nature of the business of the meeting.

7. SECTORIAL WORKING GROUPS

Sectorial Working Groups shall consist of at least two corporate member nominees or individual members of EUROCHAM who share common interests by virtue of e.g. their field of business. The Sectoral Working Groups shall meet not less than twice each year.

7.1. Two members of the members of a Sectorial Working Group present at the meeting shall form a quorum.

7.2. Subcommittees to be established are

• Garment
• Construction & Real Estate
• Tourism / Hospitality
• Telecoms / ICT / Media
• Food / Agriculture / Fisheries
• Transport & Logistics
• Finance & Banking
• Pharmaceuticals & Medical
• Infrastructure / Energy / Mining
• Consumer Goods & Retail
• Trade services
• Media & Culture
• Mining & Resources
• Machinery & Equipment
• Food/Retail
• Legal services & Consulting
• Education and Training