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
#13 Cork Street, (lobby of the Great House) P.O. Box 75,
Belize City, Belize.
Objectives
Article
2: The objectives of the Chamber are:
| a) |
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. |
| b) |
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. |
| c) |
To
participate in development, civic, economic, social
and environmental programs to advance the general welfare
and prosperity of Belize. |
| d)
|
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:
| a) |
Active
members: Any company incorporated in Belize or any person
resident in Belize who is interested in actively supporting
the objectives of the Chamber. |
| b) |
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. |
| c) |
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.
Termination
of the Participation of a Member
Article
6: The participation of a member can be terminated for
any of the following reasons:
| a) |
Death
of the individual or dissolution of the corporation. |
| b) |
Written resignation of the member. |
| c) |
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. |
| d) |
Termination
of residence in Belize, in the case of active members,
without prejudice of their continuing as associate members. |
| e) |
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. |
Benefits
and Privileges of the Members
Article
7: The member shall have the right:
| a) |
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. |
| b) |
To
receive all the communications and publications issued
by the Chamber for its members. |
| c) |
To
direct communications to the Chamber about subjects
of general interest so that the necessary action can
be determined by the Board of Directors. |
| d) |
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. |
| e) |
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. |
| f) |
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:
| a) |
To
support the objectives and purposes of the Chamber. |
| b) |
To
respect and fulfill the bylaws of the Chamber, and the
resolutions of the General Assembly and the Board of
Directors. |
| c) |
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:
| a) |
The
General Assembly |
| b) |
The
Board of Directors |
| c) |
The
President of the Board of Directors |
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 must meet in the last quarter
of the calendar year at a time and place which shall be
fixed by the Board of Directors, and a quorum (as defined
in Article 11) will be required for the meeting to be constitutionally
valid.
Article
15: The General Assembly will celebrate extraordinary
sessions when called by the Board of Directors or when requested
in writing by a minimum of three members of the Chamber
in good standing and approved by a majority of the members
of the Board of Directors.
Article
16: The invitations for the ordinary meeting of the
General Assembly must be sent fifteen days in advance. 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
17: The General Assembly will be presided over by the
President of the Board of Directors, or by the member that
has been selected.
Article
18: The members may only represent themselves in a General
Assembly.
Article
19: The responsibility and authority of the General
Assembly is the following:
| a) |
To
elect and remove the members of the Board of Directors,
and determine the duties each will carry out; |
| b) |
To
arrange for the necessary governance and administration
of the Chamber, and abolish or modify these bases; |
| c) |
To
fix the maximum limit of the operations and contracts
that can be celebrated by the Board of Directors; |
| d) |
To
receive and approve the annual report; |
| e) |
To
modify the present bylaws and decide the dissolution
and liquidation of the Chamber, according to the special
provisions of Article 30; |
| f) |
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. |
| g) |
To
acknowledge whatever subject that is brought for its
consideration by the members of the Board of Directors; |
| h) |
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; |
| i) |
The
agenda for the meeting of the General Assembly for the
last quarter of each year will be as follows: |
1)
Roll call
2) Reading and approval of the Minutes of the last meeting.
3) Reading and approval of the Minutes of the last Annual
Meeting.
4) Report of the Board of Directors.
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
20: 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 will serve as such for a period
of only one year, but 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. The offices of President and Vice President,
which duties are stipulated in Articles 24 and 25 below
respectively, must 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. In the case the office of President
in any year is occupied by a representative of a U.S. controlled
company who is not a United States citizen, the office of
President in the year immediately following must be occupied
by a United States citizen. The members of the Board of
Directors, who will number seven, will be active members
and will be elected by the General Assembly by majority
vote at the Annual Meeting as stated in Article 14. They
will exercise their duties during one year, starting from
the first of January 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 elected.
Article
21: 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
22: In order for the Board of Directors to have a meeting,
the presence of at least four of its 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
23: The duties of the Board of Directors will be as
follows:
| a) |
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. |
| b) |
To
handle, administrate, direct and regulate the activities,
business and assets of the Chamber. |
| c) |
To
exercise within the limits established by the General
Assembly, the extraordinary authority, and perform the
duties that it assigns. |
| d) |
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. |
| e) |
To
consult the members of the Chamber by means of a referendum
about subjects of interest to the Chamber. |
| f) |
To
perform and carry out the acts and functions which are
within its competence. |
| g) |
To
admit new members to the Chamber and terminate the participation
of those cases stated in the present bylaws. |
| h) |
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. |
| i) |
May
if deemed necessary designate a General Manager whose
principal obligations shall be designated by the Board
of Directors. |
| j) |
To
fix the amount of the annual quotas (membership dues),
and when necessary, the initial quota. |
President
Article
24: 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
25: 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
26: 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
27: 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
28: There will be permanent committees whose members
will exercise their functions for one year beginning 1st
of January and will be named by the President, subject to
the approval by the Board of Directors. The permanent committees
will include:
| a) |
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; |
| b) |
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. |
| c) |
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. |
| d) |
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. |
| e) |
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. |
| f) |
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
29: 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.
Dissolution
Article
30: 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
31: These bylaws can be reformed with the vote of two
thirds of the active members, meeting in the General Assembly.
Interpretation
Article
32: 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.
