American Chamber of Commerce of Belize

Bylaws of the American Chamber of Commerce of Belize

Name and Address

Article 1: The American Chamber of Commerce of Belize (the Chamber) is a non-lucrative and non- profit entity. Its address is c/o Belize Paradise Ltd., Cucumber Beach Marina, Belize City, Belize.

Objectives

Article 2: The objectives of the Chamber are:

  1. To promote and enhance American business interests in Belize including American direct investment in Belize, as well as all other legal commerce between the United States of America and Belize; to represent the interests of members before the authorities of Belize that pertain to their commercial and industrial relations, with the goal to encourage and facilitate the transaction of mutual business interests, and especially to promote American interests in Belize without discussing or taking part in political activities.
  2. To provide a source of information and support for both potential and established members of AMCHAM in Belize with respect to management and other business issues unique to the Belizean business environment.
  3. To participate in development, civic, economic, social and environmental programs to advance the general welfare and prosperity of Belize.
  4. To endeavor to establish and maintain memberships in business associations and other groups whose objectives are similar to the Chamber.

Authorizations

Article 3: The Chamber is authorized to hold properties of any kind and to celebrate any kind of legal proceedings or contracts related with its constitution, organization and objectives in Belize, and to perform anything considered necessary or advisable in the fulfillment of the objectives of the organization.

Members

Article 4: The members of the Chamber will be as specified below:

  1. Active members: Any company incorporated in Belize or any person resident in Belize who is interested in actively supporting the objectives of the Chamber.
  2. Associate Members: Any person who resides outside Belize and is interested in actively supporting the objectives of the Chamber. Associate members have a voice but no vote in the meetings of the Chamber.
  3. Honorary Members: Those persons to whom the Board of Directors grants the classification. This classification of member has a voice but no vote and does not pay membership quotas.

Acquiring Classification as a Member

Article 5: Applications for membership shall be in writing, on forms provided for that purpose, and signed by the applicant. Approval of membership applications shall be by the Board of Directors at any meeting thereof. The Board of Directors with the prior advice of the membership committee, and accept or reject a request for membership in the Chamber, by a majority vote of the members of the Board on the initiative of the same, for a period of one year. The period can be extended for equal periods by majority vote of the Board of Directors. Membership is for a calendar year (from date of acceptance for 12 months).

Termination of the Participation of a Member

Article 6: The participation of a member can be terminated for any of the following reasons:

  1. Death of the individual or dissolution of the corporation.
  2. Written resignation of the member.
  3. Failure to pay membership quotas or contributions within the following six months of the date the payment should have been made, unless otherwise extended for a good cause; such application for extension shall be in writing and approved by a majority of the Board of Directors.
  4. Termination of residence in Belize, in the case of active members, without prejudice of their continuing as associate members.
  5. Expulsion by majority vote of the Board of Directors for failure to fulfill obligations as a member, or in the opinion of the Board, for participation prejudicial to the good name and reputation of the Chamber. In such cases, the member affected by the resolution of the Board of Directors has a right to appeal in writing within fifteen days of being notified. The appeal will be heard and resolved by a specially called meeting of the General Assembly, within thirty days of the receipt of the petition of appeal by the Board of Directors. In the interim, the appellant’s membership status in the General Assembly shall not be affected; however, the appellant shall be suspended from serving on the Board of Directors or on any committee, pending the outcome of the appeal. The General Assembly will enact a final resolution to the appeal, after having heard the petitioner, having gathered the information, and/or practiced the investigations that are believed opportune, or that is proposed by the appellant. An expelled member will be refunded a pro-rata amount of the quota paid for the year.
  6. All communication must be in writing, e-mail, or fax.

Benefits and Privileges of the Members

Article 7: The member shall have the right:

  1. To request the services of the Chamber and to utilize its offices and installations for events and meetings authorized by the management, according to the dispositions that for this effect are issued by the Board of Directors.
  2. To receive all the communications and publications issued by the Chamber for its members.
  3. To direct communications to the Chamber about subjects of general interest so that the necessary action can be determined by the Board of Directors.
  4. To attend all the meetings of the General Assembly for the purpose of making motions, participate in the discussions and in the case of active members, vote on the points presented for the consideration of the membership.
  5. To receive an Identity Card that identifies the holder as a member of the Chamber, which will be denied to anyone who is not up to date in the quotas.
  6. To be included in all the directories of the Chamber. This right will be lost by anyone who is not up to date in their quotas.

Article 8: The obligations of the members are:

  1. To support the objectives and purposes of the Chamber.
  2. To respect and fulfill the bylaws of the Chamber, and the resolutions of the General Assembly and the Board of Directors.
  3. To pay punctually the quotas and contributions determined by the Board of Directors.

Article 9: The Board of Directors will establish the contributions, initial quotas and the annual quotas that will be charged to members.

Government of the Chamber

Article 10: The government of the Chamber will be executed by the following bodies:

  1. The General Assembly
  2. The Board of Directors
  3. The President of the Board of Directors
  4. The American Ambassador will be the Honorary Chair and the Embassy Political or Commercial Officer an Ex-officio member of the Board.

General Assembly: The General Assembly is the supreme authority of the Chamber.

Article 11: A quorum shall be not less than twenty-five percent of the total Active Members. If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of the 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 a day and at such other time and place as the directors may determine, and if that meeting a quorum is not present within a half an hour from the appointed time of the meeting, the active members present shall be a quorum.

Article 12: The decisions of the General Assembly with the exceptions of decisions stipulated by the provision of Articles 30 and 31, will be taken by simple majority vote. That is to say, fifty percent plus one of the votes issued by the active members present.

Article 13: The resolutions taken by the General Assembly obligates without exception all the members whether or not present in the corresponding meeting.

Article 14: The General Assembly will celebrate extraordinary sessions when called by the Board of Directors of when requested in writing by a minimum of three members of the Chamber in good standing and approved by a majority of the Board of Directors.

Article 15: The invitations for the ordinary meeting of the General Assembly must be sent fifteen days in advance in writing, by e-mail or fax. The notices for the extraordinary meetings must be sent with the advance notice that is possibly in accordance the urgency of the subject or subjects to be dealt with, and the invitations will advise the subjects to be dealt with in the meeting.

Article 16: The General Assembly will be presided over by the President of the Board of Directors, or by the member that has been selected.

Article17: The members may only represent themselves if associate or their corporation if corporate member in a General Assembly, but will only be able to cast one vote.

Article 18: The responsibility and authority of the General Assembly is the following:

  1. To elect and remove the members of the Board of Directors, and determine the duties each will carry out;
  2. To arrange for the necessary governance and administration of the Chamber, and abolish or modify these bases;
  3. To fix the maximum limit of the operations and contracts that can be celebrated by the Board of Directors;
  4. To receive and approve the annual Board of Director’s report, the Treasurer’s report and the Committee reports;
  5. To modify the present bylaws and decide the dissolution and liquidation of the Chamber, according to the special provisions of Article 29;
  6. When convenient, may grant special authority to the Board of Directors or to one of its members, and delegate to them, in special cases, one or more of the attributions that rest with the General Assembly.
  7. To acknowledge whatever subject that is brought for its consideration by the members of the Board of Directors;
  8. To exercise the other attributions that correspond to the General Assembly in accordance with the law, and the present bylaws, and reconcile anything arising from the operations or situations not planned therein, but by their nature can effect the existence of the progress of the Chamber;
  9. The agenda for the meeting of the General Assembly for the last quarter of each year will be as follows:
    1. Roll call and announcement is a Quorum exists.
    2. Reading and approval of the Minutes of the last Committee meeting.
    3. Reading and approval of the Minutes of the last Annual General Meeting.
    4. Report of the Board of Directors by the President.
    5. Report of the Treasurer.
    6. Report of the Committees.
    7. Pending business.
    8. New business.
    9. Election of the members of the Board of Directors.

Article 19: The Board of Directors, as the governing body of the Chamber, is responsible for establishing procedure and formulating the policy of the organization and will be integrated of: a President, who may serve as such for a period of any three consecutive years, and who may be re-elected at any time beginning the second year away from that post, Vice President, Secretary and Treasurer. The past President shall serve as a member of the Board. The majority of the members of the Board of Directors must be citizens of the United States, or a company founded or incorporated in the US, whose principal place of management is located in the US, with the majority of the members of its Board of Directors, officers, and shareholders U.S. citizens, or a company with more than 33% U.S. ownership. The offices of President and Vice President, which duties are stipulated in Articles 23 and 24 below respectively, should if possible either both be occupied by citizens of the United States or by one citizen of the United States and one non-citizen who must be a representative of a U.S. controlled company. Board of Directors, with a minimum of six, will be active members and will be elected by the General Assembly by majority vote at the Annual Meeting. They will exercise their duties during one year, starting from the thirtieth day following the AGM or sooner and can be re-elected by the General Assembly. Vacancies that occur in the Board of Directors will be filled by a majority vote of the Board of Directors and the person selected will complete the period of the person originally selected. The elected Directors at their first meeting decide amongst themselves who will fill the posts of President, Vice-President, Treasurer and Secretary.

Article 20: The Board of Directors will have ordinary meetings at least once a month, and as many other times as they believe necessary. Extraordinary meetings will take place whenever called for by the President or when requested by five or more members in good standing of the Chamber. In the last case, the agenda for the meeting must be provided in writing as least three days in advance. A member of the Board of Directors who shall be absent from three consecutive regular meetings of the Board shall automatically be dropped from membership of the Board unless confined by illness or other absence approved by a majority vote of those voting at any meeting thereof.

Article 21: In order for the Board of Directors to have a meeting, the presence of at least four of its elected members is required. The decisions will be taken by simple majority, and in the event of a tie, the President shall have the deciding vote. In all the ordinary meetings of the Board of Directors, the order of the agenda will be as follows:

  1. Reading and approval of the minutes of the last meeting.
  2. Reports of the committee
  3. Pending business
  4. New business

Article 22: The duties of the Board of Directors will be as follows:

  1. To fulfill and carryout the objectives and purposes of the Chamber, including these bylaws and the agreements and resolutions of the General Assembly and the Board of Directors, and the laws and applicable arrangements of the Chamber.
  2. To handle, administrate, direct and regulate the activities, business and assets of the Chamber.
  3. To exercise within the limits established by the General Assembly, the extraordinary authority, and perform the duties that it assigns.
  4. To formulate the annual report, the annual budget, and the work plan for the following year, and present them in advance for consideration and approval by the General Assembly during the Annual General Meeting.
  5. To consult the members of the Chamber by means of a referendum about subjects of interest to the Chamber.
  6. To perform and carry out the acts and functions which are within its competence.To admit new members to the Chamber and terminate the participation of those cases stated in the present bylaws.
  7. To settle disputes, negotiate or arbitrate them, name referees and arbitrators, and take all the necessary steps to carry out the objectives of the Chamber and defend its assets, activities and interests.
  8. May if deemed necessary designate a General Manager whose principal obligations shall be designated by the Board of Directors.
  9. To fix the amount of the annual quotas (membership dues), and when necessary, the initial quota.

President

Article 23: The President shall serve as the chief elected officer of the Chamber and preside over the meetings of the General Assembly and the Board of Director, and exercises general supervision over the business and interests of the Chamber. Names the members of all the committees except when otherwise ordered by the Board of Directors, signs with the Secretary all of the obligations of the Chamber including documents of properties and contracts and all of the communications with any Government organization with the exception of those dealing with taxes and labor, signs all the declarations, contracts and communications dealing with taxes and labor with the Treasurer, and authenticates by signature the annual statements of the accounts of the Treasurer after these have been reviewed. Calls for special meetings of the Chamber in the name of the Board of Directors and/or at the written request of not less than five members that indicate in their request the purpose of the meeting and designate the date, hour and place in which this special meeting will take place and supervises the notification of the same to the members. The President will be an ex officio member of all committees. The President represents the Chamber officially or unofficially before the Government, the district, the municipalities, the courts of justice of the Government of Belize and before the Governments of other countries, can authorize powers of attorney, waive the right of extradition and submit to the jurisdiction of competent courts.

The Vice President

Article 24: The Vice President will be one of the Directors and in the absence of the President will exercise the authority and carry out the obligations of the President.

The Secretary

Article 25: The Secretary will be one of the Directors, and will be responsible for keeping complete registries of the documents of the Chamber and of the Board of Directors in books for this purpose, and sign all documents registered in those books. Exercise with the President the general supervision of correspondence and publications of the Chamber. Authenticate all the obligations of the Chamber including property needs and contracts and all the communications with Government organizations with exception of those relating to taxes and labor. Keep a list of all the members and carry out notifications.

The Treasurer:

Article 26: The Treasurer will be one of the Directors and is responsible for the safeguarding of all funds received by the Chamber and for their proper disbursement. Is in charge of all moneys collected or received for the purpose of the Chamber and extends receipts for the same. Such funds shall be kept on deposit in financial institutions, or invested in a manner approved by the Board of Directors. Together with the President signs all the checks. Presents a financial report in each meeting of the Board of Directors named for this purpose by the Chamber and signed by the same and authenticated by the President. The Treasurer will sign with the President all the declarations, contracts and communications related to taxes and labor. The Treasurer will give the successor the cash balance on hand, whatever stock certificates or other value, and the assets of the Chamber and can ask for a receipt for the same.

The Committees

Article 27: There will be permanent committees whose members will exercise their functions for one year beginning 1st of the month following the AGM and will be named by the President, subject to the approval by the Board of Directors. The permanent committees will include:

  1. A Membership Committee whose action will be to stimulate the entrance of new members, review all applications for membership, and render a report to the Board of Directors on these applications;
  2. An Election Committee whose function will be to present at the meeting in November each year a list of candidates to the offices of the Chamber. Fourteen days prior to the annual meeting of the General Assembly, the Committee shall present to the President a slate of candidates to serve one year terms to replace the directors whose regular terms are expiring. Each candidate must be an active member in good standing and must have agreed to accept the responsibilities of a directorship. Upon receipt of the report of the Committee, the President shall immediately notify the membership by mail of the names of the persons nominated as candidates for directors and the right of petition. Any active member is good standing may also nominate candidates in the course of the meeting of the General Assembly.
  3. A Finance Committee charged with the responsibility of preparing the annual budget and supervising the annual audit of the finances and establishing the form and means to obtain the necessary funds to cover the annual budget and financial needs of the Chamber.
  4. The President shall appoint, subject to the approval of the Board of Directors, three judged, who are not members of the Board of Directors, Election Committee or candidates for election. One judge will be designated the Chairman. Such judges shall have complete supervision of the election, including the auditing of the ballots. They shall report the results of the election to the Board of Directors.
  5. All of the other committees that are established shall be designated as Special Committees by the President or Board of Directors. The special committees can be named by the President, according to the wishes of the Board of Directors.
  6. No action by any member, committee, division, employee, director or officer shall be binding on, or constitute an expression of, the policy of the Chamber until it shall have been approved or ratified by the Board of Directors.

Annual Audit

Article 28: The accounts of the Chamber shall be audited annually as of the close of business on the last day of the fiscal year by a chartered accountant. The audited financial statements shall at all times be available to members of the organization within the offices of the Chamber. The fiscal year being from AGM to AGM.

Dissolution

Article 29: the Chamber shall use its funds only to accomplish the objectives and purposes specified by these bylaws, and no part of said funds shall injure, or be distributed, to members of the Chamber. The dissolution of the Chamber can take place by law or by affirmation vote of two thirds of the active members at an extraordinary meeting of the general Assembly called for the purpose. If any assets remain after the dissolution of the Chamber, and after the satisfaction of all debts and liabilities, or after adequate provisions have been made for the same in accordance with the law, they will be donated to a social institution in Belize in the form determined in the meeting that decided the dissolution, or in a special meeting called for this purpose in case of legal dissolution.

Article 30: These bylaws can be reformed with the vote of two thirds of the active members, meeting in the General Assembly, or by a two thirds majority of active members by either in writing, e-mail or fax.

Interpretation

Article 31: All of the differences that result in relation to the interpretation, execution and fulfillment of the constitution and the bylaws, as with the things related to other points not covered there, will be decided by the General Assembly whose decision will be final.