ENGLISH VERSION (FOR REFERENCE ONLY)
Below is the unofficial English version of the text of the Articles of Association of the Australian Chamber of Commerce Macau. It should be noted that the Chinese version is the official version and the English version should be used for reference only.
AGREEMENT FOR INCORPORATION OF ASSOCIATION
Macau Australian Chamber of Commerce
(In abbreviation, AustCham Macau)
The Association shall be named, in Chinese, “澳門澳大利亞商會”, abbreviated to “澳門澳洲商會”, in Portuguese, “Câmara de Comércio da Austrália Macau”, and, in English, “Australian Chamber of Commerce Macau”, abbreviated to “AustCham Macau”.
This Association is a non-profit organization, with the following objectives:
a) Provide networking opportunities between the members, Australians and Australia-connected Macau residents, Australian and Australian-connected businesses and Macau businesses, and between the members and the Macau SAR Government.
b) Assist Australian businesses seeking business and investment opportunities with members and non-members in Macau.
c) Liaise and work with the Macau SAR Government and the Australian Government to promote the common interests of the Macau SAR and Australia, and on their policies affecting Australians doing business or residing in Macau.
d) Organize events to celebrate significant Australian historical milestones and public holidays.
e) Cooperate with similar organizations in Mainland China and other countries and regions, to further business, commercial and industrial exchanges with and investment in Australia.
f) Promote economic and industrial relations between the Macau SAR and Australia.
g) Contribute to the economic and social development of Macau.
Registered Office of the Association
The Association is located at Avenida dos Jardins do Oceano 480B, Laurel Court, 8th floor J, Taipa, Macau.
1. The Association may accept as members all individuals and organizations who agree with and accept its objectives and regulations.
2. The members of the Association shall be divided into the following types:
a. Honorary Members: persons or organizations whom the Board of Directors finds to have made a significant and relevant contribution towards the strengthening of relations between Macau and Australia;
b. Ordinary Members: Natural persons who are over 18 years of age;
c. SME Members: small and medium-sized enterprises, being so considered all companies who employ less than 25 persons;
d. Corporate Members: corporations or organizations who are legal persons and which are not considered small or medium-sized enterprises;
e. Founding Members: the Ordinary Members, SME Members and Corporate Members who participated in the first General Meeting of the Association.
3. The acceptance of new Ordinary, SME and Corporate Members is dependent upon the candidates filling in and signing a written application, approval by the Board of Directors and payment of the applicable membership fee.
4. The acceptance of Honorary Members is subject to approval by the General Meeting, after proposal by the Board of Directors.
Member’s rights and obligations
1. All types of members shall be entitled to participate in the events and activities organized by the Association or in which the Association may participate, and to enjoy the benefits the Association may extend to members.
2. Ordinary, SME and Corporate Members have the right to:
a. Participate and vote at General Meetings of Members, subject to the terms of these Articles of Association.
b. Be elected to the governing bodies of the Association.
3. All Members have the obligation to:
a. Comply with these Articles of Association, as well as the regulations and resolutions issued by the Association.
b. Pay any applicable membership fees and/or dues as determined by the General Meeting.
c. Act and cooperate to further the interests of the Association and its members.
4. At General Meetings, each ordinary member shall have one vote, each SME member shall have two votes and each Corporate Member shall have three votes.
5. The votes held by each SME member and Corporate Member cannot be exercised separately.
6. When a legal person is elected to a governing body of the Association, it shall appoint a physical person to act as its representative. Alternate representatives are allowed, in the event that the primary representative is unable to act.
1. The Board of Directors may resolve to apply the following sanctions to members who breach these Articles of Association or the Association’s regulations and resolutions, or which are found to have committed any acts which have an adverse effect on the image and reputation of the Association:
b. Censure; or
2. Members which have membership dues overdue and unpaid for more than three months shall have their rights suspended. If membership dues are overdue by more than six months, the Board of Directors shall give notice in writing to the defaulting member by way of registered post, granting a period of 7 days for settlement. Upon expiry of this settlement period without payment in full having been received by the Association, the Board of Directors shall cancel the membership of the defaulting member.
Framework of the association
1. This association shall have the following governing bodies:
a. The General Meeting of Members;
b. The Board of Directors;
c. The Supervisory Board; and
2. Special committees made up of ordinary, SME and/or corporate members, set up by and reporting to the Board of Directors, for the purpose of dealing with specific matters or tasks as may be necessary from time to time.
General Meeting of Members
1. The General Meeting of Members is made up of all ordinary, SME and corporate members of the Association and is the highest authority in the Association.
2. The General Meeting is convened by its Chairman by way of registered or hand-delivered letter sent out at least 28 calendar days prior to the date of the meeting. The convening notice shall include the date, time and location of the meeting, as well as the agenda for the meeting. If the Chairman of the General Meeting does not convene a meeting when required to do so under the law and these Articles of Association, the General Meeting may also be convened by the Chairman of the Board of Directors or by the latter at the request of members of the Association representing at least 30% (thirty percent) of the total possible votes.
3. The General Meeting will be considered in session on first call as long as members entitled to exercise at least half of the total votes exercisable by all voting members of the Association are present or duly represented. If a sufficient number of votes cannot be exercised at the appointed date and time, the meeting shall be held on second call 60 minutes after the 1st call as long as members entitled to exercise at least 35% of the total votes exercisable by all voting members of the Association are present or duly represented.
4. Members can be represented at the General Meeting by way of a proxy letter addressed to the Chairman of the General Meeting, but only by another member entitled to attend General Meetings.
5. SME and Corporate Members shall appoint a physical person as their representative at the General Meeting by way of a proxy letter addressed to the Chairman of the General Meeting.
6. In addition to the matters which by law or these Articles of Association must be resolved by the General Meeting, the following matters must also be subject to approval by the members:
a. Funding through loans, with or without security, and regardless of the amount;
b. Purchase of any type of motor vehicles;
c. Purchase of any real property;
d. Admission of honorary members as proposed by the Board of Directors;
e. Approval of internal regulations drafted by the Board of Directors.
7. All resolutions shall be taken with the majority of the votes present or represented, except for the following resolutions:
a. to change these Articles of Association, which must be approved by at least three quarters of the votes present or represented;
b. to liquidate the Association, which can only be adopted with the assenting vote of a majority of three quarters of all votes.
8. The General Meeting shall be convened at least once during the first quarter of every calendar year, to approve the financial statements and the Board of Directors’ Report of the previous calendar year, and to vote on the Budget and the Plan of Activities for the current calendar year, as well as to hold any necessary elections.
9. The Board of the General Meeting shall be chaired by one Chairman, and shall include two Vice-Chairmen and one Secretary, elected by the General Meeting to hold their offices for terms of 2 years, and which may be re-elected without limit.
a. The Chairman shall perform its duties as stated in these Articles of Association, shall chair the General Meetings of Members and shall have the casting vote, in the event of a tie.
b. The Vice-Chairman of the General Meeting who is a member of the association the longest shall perform the duties of the Chairman when the latter is unavailable or otherwise prevented from discharging its duties.
c. The Secretary of the General Meeting is the Secretary of the Board of Directors and will be responsible for drafting and signing the minutes of meetings and ensuring that all meetings are held in compliance with the law and these Articles of Association.
10. Elections for the governing bodies of the Association shall be preceded by the presentation of candidates’ lists to the Chairman of the General Meeting no less than 14 days prior to the date of the applicable General Meeting.
Board of Directors
1. The Board of Directors is the governing body of the Association, with all the necessary powers to manage and represent the Association and shall be made up of an odd number of members between five and nine, as may be resolved by the General Meeting of Members, elected for a term of 2 years, and may be re-elected without limit.
2. The Board of Directors shall include a Chairman, a Vice-Chairman, a Secretary and a Treasurer, appointed by the Board from amongst its members if not expressly appointed by the General Meeting of Members.
3. The meetings of the Board of Directors are convened by its Chairman or, if not convened by the Chairman when so required under the law or these Articles of Association, by directors making up at least one third of the Board of Directors. The Board of Directors shall meet ordinarily once every quarter, and extraordinarily whenever so convened.
4. In addition to such powers and competencies granted in these Articles of Association and the law, the Board of Directors shall have all the powers necessary to manage and direct the Association, including, without limitation:
a. Ensure compliance with these Articles of Association, the resolutions of the General Meeting of Members and the internal regulations of the Association;
b. Manage the activities, internal organization and assets of the Association;
c. Hire and engage staff and determine their salaries;
d. Propose the amount of the membership fees and members’ yearly dues to be approved by the General Meeting;
e. Draft internal regulations to be proposed to the General Meeting of Members;
f. Draft the annual financial statements and Report, Budget and Plan of Activities of the Association, to be approved by the General Meeting of Members; and
g. Manage and undertake communications with members and other organizations.
5. The quorum of the meetings of the Board of Directors shall be the majority of the members and all resolutions shall be taken by the majority of the members present.
6. The Association shall be bound by two directors signing jointly, one of which shall be the Chairman or the Vice-Chairman, or as the Board of Directors may resolve on a case by case basis.
7. The Board of Directors may delegate certain responsibilities or competencies to an Executive Committee or an Executive Director, appointed from amongst its members.
8. In the event of a tie, the Chairman of the meeting shall have the casting vote.
9. The members of the Board of Directors may be represented at meetings of the Board by another member of the Board, by proxy letter addressed to the Chairman of the Board.
1. The Supervisory Board shall supervise the operations, financial revenue and expenditures of the Association.
2. The Supervisory Board shall have three or five members, elected by the General Meeting of Members from amongst the members of the Association excepting that the Board of Directors may propose the inclusion thereon of non-members who are professional auditors registered to practice in Macau. Supervisory Board members are elected for a term of 2 years and may be re-elected without limit.
3. The Chairman of the Supervisory Board shall be selected by the Supervisory Board from amongst its members, if not appointed by the General Meeting of Members.
4. The Supervisory Board shall have the following powers:
a. To give opinion on the yearly financial statements prepared by the Board of Directors, to be presented to the General Meeting of Members;
b. To review the Association’s accounts and ensure compliance with the approved budget; and
c. To advise the Board of Directors on matters related to the management of the Association.
5. The Supervisory Board shall meet at least once every three months and when convened by its Chairman or, when not convened when so required under the law or these Articles of Association, by at least two of its members.
6. Members can be represented at meetings by another member, by way of a proxy letter addressed to the Chairman.
7. Meetings shall be held with the majority of members present or represented and all resolutions shall be taken with the vote of the majority of the members present.
8. In the event of a tie, the Chairman of the meeting shall have the casting vote.
Funding and liquidation
The activities of the Association shall be funded through:
a. Members’ dues;
b. Subsidies and donations;
c. Income derived from assets held by the Association;
d. Profit derived from activities undertaken by the Association.
e. Any other method approved by the Board of Directors or by the General Meeting of Members.
In the event of liquidation of the Association, the General Meeting shall decide upon the distribution of any remaining assets, with the guiding principle that such distribution be consistent with the Objectives of the Association as outlined in Article 2.