Statute


ARTICLE 1 NAME AND PURPOSE

SECTION 1:
The organization’s name is “The American Chamber of Commerce in (COUNTRY)” (the Chamber). The Chamber shall be headquartered in (CITY).

SECTION 2:
The purpose of the Chamber is:

  • to further American commercial and other interests in (COUNTRY),
  • to further American commercial and other interests in neighboring countries,
  • to encourage American-(COUNTRY) trade and business,
  • to provide a business, social and policy forum for its members, and
  • to strengthen American-(COUNTRY) bonds of friendship.


ARTICLE 2 MEMBERSHIP

SECTION 1:
The membership of the Chamber shall consist of regular and honorary members.

SECTION 2:
Regular members are individuals, firms, and public and other entities interested in the purpose of the Chamber.

SECTION 3:
Honorary members may be nominated by the Board of Directors and are elected at the Annual General Meeting. Honorary members have all the rights and privileges of regular members but have no vote.


ARTICLE 3 APPLICATION FOR MEMBERSHIP

SECTION 1:
Applications for membership shall be presented to the Board of Directors. New members are accepted by the affirmative vote of the majority of the Board of Directors.


ARTICLE 4 DUES

SECTION 1:
The Chamber’s fiscal year is the calendar year.

SECTION 2:
Dues for the current year shall be paid prior to February 1. Membership dues are not refundable.

SECTION 3:
Membership dues shall be set by the Board of Directors.

SECTION 4:
Members elected during the fiscal year must pay their dues within two (2) months upon receipt of membership confirmation.


ARTICLE 5 NOMINATING COMMITTEE

SECTION 1:
The Board of Directors shall appoint a Nominating Committee, which shall nominate candidates for the Board of Directors.

SECTION 2:
Nominations may also come from the floor during the Annual General Meeting. Any member wishing to be elected to serve on the Board of Directors must have been a member for a minimum of one year.


ARTICLE 6 ELECTION OF BOARD MEMBERS

SECTION 1:

Elections to the Board of Directors (the Board) shall be held at the Annual General Meeting. Elections will be made by a simple majority of the members present.

SECTION 2:
The Board shall consist of the President, Treasurer, and Five (5) other members. All members shall have one vote. The American Embassy’s Foreign Commercial Service Officer shall be a non-voting, ex-officio liaison member of the Board.

SECTION 3:
The majority of the Board shall be American citizens or representatives of U.S.-controlled firms. The President may be a non-U.S. citizen only if the Treasurer is an American citizen or the President is a representative of a U.S.-controlled firm.

SECTION 4:
The term of office of the Board members shall be two years.

SECTION 5:
In the case of a vacancy on the Board of Directors, the Board shall, by majority vote, elect a replacement member. The member shall serve the remainder of the term of the person he or she is replacing, provided that a majority of those voting at the next regularly scheduled Annual General Meeting confirm that the member may remain on the Board of Directors. If, however, the president should leave his or her position before his or her term expires, then the treasure shall serve as acting president until the next Annual General Meeting or Extraordinary General Meeting.

SECTION 6:
A quorum of the Board shall be the majority of the voting members.


ARTICLE 7 HONORARY PRESIDENT

SECTION 1:
The United States of America’s Ambassador to (COUNTRY) may, upon nomination by the Board, be elected Honorary President for the duration of her/his assignment.


ARTICLE 8 MEETINGS OF THE BOARD

SECTION 1:
The Board shall, if practical, meet four times a year. Special meetings may be held whenever advisable in the interests of the Chamber.

SECTION 2:
At the meetings of the Board of Directors, in case of tie votes, the President shall cast the deciding vote.



ARTICLE 9 MANAGEMENT AND STANDING COMMITTEES

SECTION 1:
The Board of Directors shall appoint a chief executive officer to manage the affairs of the Chamber.

SECTION 2:
The Board may establish committees and working groups as deemed necessary.

ARTICLE 10 MEETINGS OF THE CHAMBER

SECTION 1:
The Annual General Meeting shall be held during the second quarter. The Annual General Meeting shall be called by written or electronic notice at least two weeks before the meeting.

SECTION 2:
At the Annual General Meeting the Board of Directors shall submit its annual report, together with the accounts.

SECTION 3:
At the Annual General Meeting a quorum consists of 10% of the membership.

SECTION 4:
Extraordinary General Meetings may be called by the President.



ARTICLE 11 AUDITS

SECTION 1:
An independent auditor shall be appointed by the Board.

SECTION 2:
The auditor shall examine the Chamber’s accounts and supporting documents, reporting back to the Board for presentation to the Annual General Meeting.



ARTICLE 12 REVOCATION OF MEMBERSHIP

SECTION 1:
The Board of Directors may revoke the membership of any member if considered necessary by a four-fifths vote of the directors present. A membership will not be revoked from any member until that member has been given the opportunity to defend him/herself.


ARTICLE 13 NON-SMOKING

SECTION 1:
Chamber events will, to the extent practical, be non-smoking. At such events appropriate accommodation will be made for those who wish to smoke.



ARTICLE 14 AMENDMENTS

SECTION 1:
Amendments to the Chamber’s bylaws shall be approved by vote of at least five (5) members of the Board, and shall then be presented at either an Annual General Meeting or an Extraordinary General Meeting for consideration and vote. Bylaw changes require majority approval at the General Meeting.


ARTICLE 15 DISSOLUTION

SECTION 1:
The Chamber may be dissolved by a vote of two-thirds of the membership at any Ordinary or Extraordinary General Meeting. The assets of the organization shall be used for payment of the Chamber’s debts. Any remaining balance shall be divided among the regular members.