1. ESTABLISHMENT OF THE ASSOCIATION
1.1 There is established, in conformity with the Registration of Associations Act, the Chinese Business Chamber, hereinafter referred to as the association.
1.2 The association shall be a body corporate and shall have all the rights of a natural person and may engage in all such activities as may appear to it to be requisite, advantageous, convenient or conducive to the attainment of its objects.
1.3 The registered office of the association shall be situated at 17, David Street, Port Louis or at such other place as the board may determine.
2. OBJECTS OF THE ASSOCIATION
The objects of the Association shall be to:
2.1 Promote interaction among business persons and professionals
2.2 Facilitate meetings between members and visiting business persons and professionals.
2.3 Promote activities, locally and overseas, for the benefit of the business and professional sectors.
2.4 Foster links and affiliation with other business and professional associations.
2.5 Represent the interests of its members vis-à-vis governmental and non-governmental authorities.
3.1 Membership of the association is open to business persons and professionals, aged 18 and over.
3.2 Membership applications shall be in writing and addressed to the secretary.
3.3 Membership applications shall be accepted or rejected by the board without giving any reason for its decision.
3.4 On admission, every member shall pay an entrance fee of one thousand rupees and an annual membership fee of one thousand rupees. A new member admitted after the month of June may be allowed to pay half the amount of the membership fee in respect of the current year.
3.5 Such fees may be varied by bye laws made by the board.
4.1 The association shall be administered by the board which shall, subject to the Act, be vested with all the powers of the association.
4.2 The board shall consist of ten members. Board members shall be elected by the annual general meeting, as per paragraphs 4.3 and 4.4.
4.3 At each annual general meeting, half of the members of the board shall retire by order of seniority of their appointment but shall be eligible for re-election.
4.4 Until a rotation is properly established, the members of the board who shall retire shall be agreed among themselves or in absence of agreement, shall be designated by drawing of lots.
4.5 As soon as practicable after the annual general meeting, the members of the board shall elect among themselves the following officers:
– Assistant Secretary
– Assistant Treasurer
4.6 No officer shall hold the same office on the board for more than two consecutive years.
5. BOARD MEETINGS
5.1 All Board meetings shall be chaired by the president and in his absence by the vice-president. In the absence of both the president and the vice-president, the members shall elect one among themselves to act as chairman for the meeting.
5.2 Five members of the board shall constitute a quorum.
5.3 All decisions of the board shall be taken by a simple majority of votes, each member present having one vote except the chairman who, in the event of equality of votes, shall have a second or casting vote.
5.4 The board shall meet quarterly. Additional meetings may be held whenever the president deems necessary and shall be held at the written request of not less than five members of the board.
6. FILLING OF VACANCY
6.1 Any member who is absent, without leave, from three consecutive meetings of the board shall be deemed to have resigned from the board on the date of the third meeting.
6.2 Whenever a vacancy occurs on the board, a member of the association shall, as soon as possible, be appointed by the board to fill the vacancy.
6.3 Where half the seats on the board are vacant at any time, the vacancies shall be filled by election at a special general meeting held within 30 days of the date of the last vacancy.
6.4 Any member appointed under paragraph 6.2 or 6.3, shall be deemed to stand in the shoes of the member he replaces and he shall retire from the Board on the expiry of the original mandate of the replaced member.
7. GENERAL MEETINGS
7.1 All general meetings shall be chaired by the president and in his absence by the vice-president. In the absence of both the president and the vice-president, the members shall elect one among themselves to act as chairman for the meeting.
7.2 Twenty members or in the absence thereof, one third of the number of members of the association, present in person or by proxy, shall constitute a quorum.
7.3 Subject to paragraphs 7.5 and 10.4 all decisions at general meetings shall be taken by a simple majority of members present in person on a show of hands.
7.4 The president may, whenever he deems necessary and shall, whenever requested in writing by ten members present in person, require a vote to be taken by ballot.
7.5 On a ballot each member present in person or by proxy shall have one vote.
7.6 In the event of equality of votes, either on a show of hands or on a ballot, the chairman shall have a second or casting vote.
7.7 Members owing more than one year’s membership fees shall have no right of vote.
7.8 Only items appearing on the agenda shall be discussed at general meetings.
8. ANNUAL GENERAL MEETING
8.1 The first annual general meeting shall be held not later than 31st March 1999, and thereafter the annual general meeting shall be held not later than 31 March every year with the following agenda:
8.1.1 The President’s Report.
8.1.2 The Treasurer’s Report and Approval of Accounts.
8.1.3 Election of Members of the Board.
8.1.4 Appointment of Auditors.
8.1.5 Approval of the Estimate of Expenditure
8.1.6 Such other items as may be determined by the Board.
8.2 In the event there is no quorum at an annual general meeting fifteen minutes after the appointed time, the meeting shall stand adjourned to the same day in the next week at the same time and place, and any number of members present at the adjourned meeting shall constitute a quorum and such meeting shall be deemed to be validly constituted.
9. SPECIAL GENERAL MEETING
9.1 A special general meeting shall be convened:
9.1.1 not later than 21 days from the receipt of a written request by one tenth of the members of the association; and
9.1.2 at such other times as the board shall think fit.
9.2 In the event there is no quorum at a special general meeting fifteen minutes after the appointed time, the meeting shall be dissolved absolutely.
10. REMOVAL OF MEMBERS
10.1 A member of the Association owing membership fees in respect of three years shall be deemed to have resigned and his name shall be removed from the list of members. Provided that at the discretion of the board, he may be readmitted as a member of the association on payment of the entrance fee together with the arrears of membership fees due by him.
10.2 Where by reason of his conduct or for any other cause, it is expedient that a member should cease to form part of the association, the board may after giving the member an opportunity to be heard, suspend or terminate his membership.
10.3 A decision of the board under paragraph 10.2 may be reversed by a special general meeting convened for that purpose at the request of the agrieved member.
10.4 One or more members of the board may be removed from office by decision of two thirds of the members present in person or by proxy at a special general meeting convened for that purpose.
11. NOTICE OF MEETING
11.1 Unless otherwise decided by the board, five days’ notice shall be required for the calling of board meetings.
11.2 Notice of general meetings shall be given fourteen days before the date appointed for the meeting.
11.3 The accidental omission to give notice of a meeting to or the non receipt of notice of a meeting by any person entitled to receive notice shall not invalidate the proceedings of that meeting.
12. THE PRESIDENT
12.1 The President shall:-
12.1.1 at all times promote the objects of the association and uphold its rules;
12.1.2 chair and maintain order at all meetings and ensure that all items on the agenda are dealt with;
12.1.3 submit to the annual general meeting a report on the activities of the association during his term of office.
12.2 In case of absence or inability to act of the president, he shall be replaced by the vice-president, who shall have the same duties and rights as the President.
13. THE SECRETARY
13.1 The Secretary shall:-
13.1.1 maintain an up to date register of members;
13.1.2 keep minutes of proceedings of all board meetings and general meetings of the association and ensure that such minutes are submitted for approval at subsequent meetings;
13.1.3 ensure that appropriate notice is given of all meetings;
13.1.4 be responsible for the submission of returns to the registrar of associations according to legal requirements.
13.2 In case of absence or inability to act of the Secretary, he shall be replaced by the assistant secretary, who shall have the same duties and rights as the secretary.
14.1 The treasurer shall:-
14.1.1 keep proper accounting records of the affairs of the association;
14.1.2 collect and give receipts for all funds, fees, contributions and moneys due to the Association and deposit them in banking accounts of the association or otherwise invest them with the approval of the board;
14.1.3 make such payments as may be authorised by the board; all payments subject to the act and the regulations made thereunder are to be made by cheque;
14.1.4 submit periodical statements of accounts as required by the board;
14.1.5 submit for the approval of the annual general meeting, an audited statement of accounts for the preceding accounting period and report thereon;
14.1.6 submit for the approval of the annual general meeting, an estimate of expenditure for the current year.
14 .2 In case of absence or inability to act of the treasurer, he shall be replaced by the assistant treasurer, who shall have the same duties and rights as the treasurer.
15.1 The annual general meeting shall appoint professional accountants as auditors and fix their remuneration, if any. The auditors may be removed and replaced by the members in general meeting.
15.2 No member of the board shall be appointed as auditor;
15.3 The auditors shall verify the books, accounts and records of the association at least once every year, and submit a report of their audit.
16. ACCOUNTING PERIOD
16.1 The accounting period of the association begins on the first day of January and ends on the thirty first day of December of every year.
16.2 Notwithstanding paragraph 16.1, the first accounting period of the association shall extend from the date of its registration to the thirty first day of December, 1998.
17. EXECUTION OF DOCUMENTS
17.1 Except as otherwise provided by these rules, all documents executed on behalf of the association, shall be signed jointly by the president and the secretary.
17.2 Cheques drawn on the banking accounts of the association shall be signed jointly by the president and the treasurer.
17.3 In case of absence or inability to act, the signatories may be replaced as follows: the president by the vice-president, the secretary by the assistant secretary and the treasurer by the assistant treasurer.
17.4 Notwithstanding the above, any document to which the association is a party, may be signed by any person or persons designated for that purpose by the board and when so signed, such document shall be deemed to have been duly executed by the association.
18. INSPECTION OF DOCUMENTS
All books, registers, accounts, records and documents of the association shall be open to inspection, at all reasonable times, on written application to the secretary, by any person having a legitimate interest in the affairs of the association.
19. LEGAL PROCEEDINGS
The association shall sue and be sued in its corporate name and service of any process shall be deemed to be sufficient, if made by or on the secretary.
20. BYE LAWS
20.1 The board shall have power to make bye laws for the proper running of the association.
20.2 Such bye laws shall be submitted to the next annual general meeting for ratification.
20.3 Notwithstanding paragraph 20.2, a bye law may provide that it shall enter into force pending its ratification and such bye law shall be binding on the association and its members unless and until it is canceled by the annual general meeting considering its ratification.
20.4 All acts, matters or things done by virtue of any bye law which is subsequently cancelled, shall be deemed to have been validly done, notwithstanding such cancellation and shall give rise to no refund, indemnity or any claim of whatever nature by or against the association.
All disputes between the association and its members or any person in the rights of a member, as well as all disputes between members in relation to the affairs of the association shall be settled by a special general meeting convened for the purpose.
22. SECURITY BOND
22.1 The president, the vice-president, the treasurer and the assistant treasurer shall each become bound with two sureties in the sum of Rs 50,000 jointly and severally for the true performance of their duties.
22.2 The Security bonds shall be filed in the office of the Registrar of Association without undue delay
23. INVESTMENT OF FUNDS
The Board is empowered :
(a) to invest the funds of the association in recognised securities;
(b) to lease or to take on lease or to let moveable or immoveable property; provided that the sanction of a General Meeting shall first be sought for any transaction that exceeds the amount provided for in the relevant law.
(c) to accept donations and legacies from any source provided that such donations and legacies be free from any conditions detrimental to the objects of the association.
24. FINES AND FORFEITURES
No fines shall be imposed on any member for the late payment of their fees.
A member who resigns or who is expelled forfeits all his rights to any property of the association and to any contribution, monetary or otherwise, he may have made to the association.