Statutes

CHAPTER I

NAME, PURPOSES HEADQUARTERS AND OBJECT

Article 1
(Constitution and denomination)


The Chamber of Commerce Mozambique – United States of America, hereinafter referred to as the Chamber, is a non-profit economic association, endowed with legal personality and administrative, financial and patrimonial autonomy, constituted for an indefinite period and governed by these Statutes and by applicable legal precepts.


Article 2
(Thirst)

The Chamber has its headquarters in the city of Maputo, being able to establish delegations or any other form of representation where and when circumstances justify it, by decision of the Governing Board.


Article 3
(Corporate Purpose)

1. The purpose of the Chamber is to promote the development, on the basis of friendship and voluntary adhesion, of mutually advantageous economic, social and commercial relations between the business communities of Mozambique and the United States of America.
2. For the realization of its corporate purpose and the pursuit of associative purposes, the Chamber may:
a) Establish and develop cooperation relations with international trade organizations and institutions, Chambers of Commerce and any other relevant entities, at home and abroad, and, in particular, with similar institutions in the United States of America;
b) To subscribe cooperation agreements, covenants and contracts with other similar bodies, as well as to subscribe to associations, federations and national and foreign bodies, in accordance with the needs for the realization of associative purposes and the pursuit of the common objectives of its members;
c) Present and defend the views and general interests of its members to the competent State bodies and administrative authorities.

 

CHAPTER II
MEMBER QUALITY AND CONDITIONS
Article 4
(Of members in general)


1. The respective founders and any other individual companies, national or foreign, who are genuinely interested in the pursuit of the respective corporate purpose and in the realization of associative purposes will be members of the Chamber, as long as they so request and the application receives due acceptance from the Board of Directors.
2. Organizations or individuals who, in recognition of their respective contribution to the realization of the aims of the association or the pursuit of common objectives, will also be members of the Chamber, distinguished by the award of the title of honorary member.
3. Depending on the respective situation, the members of the Chamber will be classified as permanent, associate or honorary.


Article 5
(Effective members)


Companies, organizations, institutions and personalities, national or foreign, with specific interest in conducting or promoting business between Mozambique and the United States of America may be effective members of the Chamber, provided they so request and declare their adherence to these Statutes and the realization of the aims of the association.


Article 6
(Associate members)


Associated members of the Chamber may be any other companies, organizations, institutions and personalities, national or foreign, who are willing to collaborate in the Chamber in the scope of their activity and declare their adherence to the present Statutes and the achievement of the purposes of the association.


Article 7
(Honorary members)


1. Honorary members of the Chamber, regardless of their nationality, may be the institutions, organizations and personalities that, having provided services of relevant utility for the achievement of the purposes of the Chamber or in the pursuit of common objectives, are proposed for and distinguished with the attribution corresponding status.
2. The initiative of proposals for the attribution of the status of honorary member is the responsibility of the Governing Board.

 

Article 8
(Applications)


1. Applications for membership as full members or associates will be submitted by interested parties in accordance with the Chamber’s internal regulations, in a letter addressed to the President of the Governing Board, who will submit them to the appreciation of the first subsequent meeting of the Governing Board, and the decision must be passed. communicated to the interested party in writing within 60 days.
2. Proposals for the assignment of honorary member status must be subscribed by a minimum of 5 existing members


Article 9
(Members’ rights)


1. Members of the Chamber, whatever their status, are entitled to:
a) Elect and be elected by voting to fill any of the social positions;
b) To prepare proposals on matters within the competence of the Chamber;
c) To receive from the Chamber all support in the solution of issues within the scope of its competence;
d) Take advantage of the services of the Chamber, with priority over other potential users;
e) Request information that they deem convenient about the activities of the Chamber;
f) Examine the books and records of the Clearinghouse within the deadlines for that purpose, observing the applicable legal and statutory constraints;

2. Associate members and honorary members enjoy the same rights under any circumstances and have the same obligations as full members, except as expressly provided for in these Statutes or in supplementary regulation of the right referred to in paragraph a) of previous number.


Article 10
(Duties and obligations)


1. The duties and obligations of the members of the Chamber are:
a) Comply with and enforce the statutes, regulations, resolutions of the General Meeting and the resolutions of the other bodies of the Chamber;
b) Cooperate actively in achieving the objectives of the Chamber;
c) Participate in the General Assembly meetings;
d) Provide all the information required by the Board of Directors and that is necessary for the pursuit of the functions and objectives of the Chamber;
e) Pay the dues and fees established by the Chamber’s internal regulations;
f) Accept the positions so that they are elected.
2. Honorary members will be exempted from the obligation to make the payments provided for in paragraph e) of the previous number, without prejudice to the voluntary contributions they intend to make in support of the achievement of the objectives of the Chamber.


Article 11
(Sanctions)


1. Violations of the Chamber’s statutes and regulations and of the duties of a member may be punished by the Governing Board with the following sanctions:
a) Registered censorship;
b) Fine up to 6 months of membership fee
c) Expulsion
2. The rules of procedure and the classification of situations to which the sanctions provided for in the preceding paragraph will apply will be contained in a disciplinary regulation to be adopted by the General Meeting.
3. However, the member of the Chamber who always:
a) is involved in the practice of acts, inside or outside the Chamber, that seriously offend the Chamber’s prestige and the achievement of its purposes;
b) Be declared bankrupt or insolvent by a final and unappealable sentence;
c) intentionally violates the Chamber’s Statutes and regulations and, repeatedly, does not comply with the social obligations that they impose.
4. The process for applying the sanctions provided for in this article is independent and does not prejudice the establishment of the necessary judicial, civil or criminal procedure, whenever the nature of the act or violation practiced so recommends it, namely to remedy any losses that for the Results.


Article 12
(Hearing and appeal)


1. The sanctions provided for in the previous article cannot be applied without prior hearing of the member concerned.
2. The expulsion decision will always be subject to appeal to the General Assembly, to be filed within 45 days, counting from the date of the respective notification.


CHAPTER III
SOCIAL ORGANS
Article 13
(Enumeration and provision)


1. The governing bodies of the Chamber are:
a) General Assembly;
b) Directive Council;
c) Fiscal Council.
2. Only members in full enjoyment of their rights may be elected to the governing bodies of the Chamber, provided that they are of the nationality of any of the States that constitute this Chamber.
3. By internal regulation, it is possible to establish the mandatory provision of certain social positions by effective members, or a minimum percentage of effective members in the lists to fill the different bodies of the Chamber.


SECTION I
GENERAL MEETING
Article 14
(Composition)


1. The General Assembly is made up of all members of the Chamber, effective, associated and honorary, each of whom will have one vote.
2. The board of the General Meeting will be composed of a President and a Secretary, elected annually, and they can be renewed up to a maximum of three terms.


Article 15
(Assignments)


The General Assembly has the following duties:
a) To elect and distinguish the holders of the different social positions, namely the General Meeting Board, the Executive Board and the Fiscal Council;
b) Appreciate the annual report on the activities of the Chamber and approve the accounts for the respective exercise;
c) Deliberate on the annual activity plan and the corresponding budget for income and expenses;
d) Fix the dues and fees due by the members of the Chamber;
e) Deliberate on any changes to the present statutes, as well as adopt the complementary regulations deemed necessary;
f) Decide on any matters submitted to it by the Board of Directors or by any of its members, in the use of the respective statutory rights;
g) Grant the status of honorary member to entities, organizations or individuals proposed by the Governing Board;
h) Decide ultimately on the appeals that are presented to it under the terms of paragraph 2 of article 12, as well as on possible refusals to requests for admission of candidacies of effective members.


Article 16
(General Assembly meetings)

1. The General Assembly will meet in ordinary session once a year, for the appreciation of the annual report on the activities of the Chamber and approval of the accounts for the respective year, as well as to deliberate on any other matters included in the respective call notice and extraordinarily whenever called on. terms of the following article.
2. Extraordinary meetings will be called by the Chairman of the Board of the General Meeting, on his own initiative or at the request of the Board of Directors, or even when he requires, in writing, a minimum of one fifth of the members of the Chamber.


Article 17
(Call for meetings)


The meetings are called by the Chairman of the Board of the General Meeting, through an announcement in a newspaper of great circulation in the country, published at least thirty days in advance, which may be reduced to fifteen days in the case of extraordinary meetings.


Article 18
(Quorum)


1. The quorum required for the General Meeting to be in a position to function and to be able to validly deliberate is half plus one of the total members of the Chamber.
2. If the minimum number of members required in the previous number is not present or represented at the time scheduled for the start of the General Assembly, the work of the General Assembly may begin half an hour later, whatever the number of members then present or represented.


Article 19
(Decision making)


1. The decisions of the General Assembly shall be adopted by a simple majority of votes of members present or legally represented, except in the case of matters referred to in paragraphs e), g), and h) of article 15, for which A favorable vote of a minimum of three quarters of the votes corresponding to half plus one of the members of the Chamber is required.
2. Voting will take place in principle by secret ballot, except when the Assembly itself decides to adopt another form of voting.


SECTION II
BOARD OF DIRECTORS
Article 20
(Composition)


1. The day-to-day management of the Chamber’s affairs will be assigned to a Board of Directors, made up of an odd number of members of the Chamber, elected by the General Assembly for a period of two years.
2. The Board will elect one of its members annually to perform the functions of President.


Article 21
(Assignments)


It is the responsibility of the Governing Board
a) Comply with and enforce the law, the Statutes and the decisions of the General Assembly;
b) Represent the Chamber legally, in and out of court;
c) Authorize the execution of agreements, conventions and contracts;
d) Prepare the annual activity plan of the Chamber, as well as the respective budget of revenues and expenses, and submit them to the approval of the General Meeting;
e) Knowing and deciding on the candidacies of new members, members or associates;
f) Exercise the supervision of the different services that make up the Chamber’s operation;
g) Maintain an adequate accounting system and establish the necessary internal control systems, to safeguard interests and social assets;
h) To enter into and terminate the contract with the Secretary General of the Chamber, as well as to establish the respective functions;
i) Decide on the establishment of representations or delegations of the Chamber, in the country or abroad.


Article 22
(Governing Board meetings)


1. The Governing Board shall meet whenever convened by the President on his own initiative or at the request of two of the respective members and at least once every quarter.
2. The member of the Board temporarily prevented from participating in the meetings may be represented by another member of the Board, by means of a simple letter addressed to the President.


Article 23
(Resolutions)


1. In order for the Council to be able to validly deliberate, half plus one of its members must be present or represented.
2. Resolutions will be taken by a simple majority of the votes of the members present or represented.
3. The president has the casting vote.

 

SECTION III

FISCAL COUNCIL

Article 24

(Composition)

 

The Fiscal Council is composed of a President and two members, elected by the General Meeting for a period of two years, which can be renewed.
The election of the members of the Fiscal Council may fall to entities outside the Chamber.
The status of member of the Fiscal Council is incompatible with the exercise in the Chamber of any other position or function.

 

Article 25

(Function of the Supervisory Board)

The Supervisory Board will have the functions of controlling and inspecting the Clearinghouse’s accounts, verifying compliance with the Statutes and the other attributions assigned by law.

 

CHAPTER IV

MISCELLANEOUS PROVISIONS

Article 26

(Chamber revenue)

 

The Chamber’s revenues are of an ordinary or extraordinary nature and come from:

Payment of fees and dues owed by its members;
Interest on bank deposits;
Remuneration for the provision of technical services, provision of facilities and equipment, or others;
Other income or values ​​resulting from its activity, or which by agreement or contract are attributed to it;
Donations, inheritances or bequests, and any other extraordinary receipts granted and which are duly accepted by the Governing Board.


Article 27

(Social exercise)

The social period runs from 1 January to 31 December of each year.

 

Article 28

(Amendment of the statutes)

These Bylaws can only be changed or replaced at a General Meeting expressly convened for this purpose, at least 45 days in advance.

 

Article 29

(Dissolution)

The Chamber will be dissolved when the General Assembly, expressly convened for this purpose, so decides. The deliberations on the dissolution of the Chamber require the favorable vote of three quarters of all members of the Chamber.