CHAPTER I: GOALS
The present statutes have been adopted during EuroCham AGM 2023, on September 12th at Sofitel Phnom Penh Phokeethra.
Article 1: The European Chamber of Commerce in Cambodia shall be an independent organisation, shall not be under the supervision of any political party, and shall work for the interests of its members (“Business Association” or “Eurocham Cambodia”).
Article 2: The Business Association’s membership shall be open to businesspeople or professionals regardless of their political affiliations on the basis set out in these Statutes.
Article 3: This Business Association shall carry out the activities set out in Article 6 and may set up branches anywhere in the Kingdom of Cambodia or abroad.
Article 4: The Business Association shall operate permanently with no defined term of expiry.
CHAPTER II: NAME AND ADDRESS
Article 5: The Business Association’s name shall be the European Chamber of Commerce in Cambodia. It shall have the abbreviated name “EuroCham Cambodia” or “ECCC”. The Business Association’s address shall be # 30, Preah Norodom Boulevard, Sangkat Phsar Thmey 3, Khan Daun Penh, Phnom Penh, Cambodia. The name and address can be changed in accordance with a decision of EuroCham Cambodia’s Board of Directors (as defined in Article 17).
CHAPTER III: EUROCHAM CAMBODIA'S DUTIES
Article 6: EuroCham Cambodia is established, serving the public good, to represent businesses, entrepreneurs, and organizations in Cambodia. Its mission is to attract investments and business to Cambodia and become a major resource for issues of trade, investment, and business intelligence in the country. It aims at fostering business, exchanging information on regulatory matters, advocating with the Cambodian government on issues of interest to its members, as well as promoting economic and cultural relations between Europe and Cambodia, and vice versa.
EuroCham Cambodia may, in particular, have the following duties:
- To facilitate and increase two-way investment, business, and trade flow between Cambodia and the European Economic Area + United Kingdom + Switzerland (“EEA+UK+CH”);
- To support the sustainable development of the Cambodian economy;
- To raise the profile of Cambodia and Cambodian businesses in the EEA+UK+CH and the profile of the EU in the Cambodian business community;
- To complement the bilateral activities carried out by missions and/or business organisations of EEA+UK+CH member states;
- To provide services relating to economic, legal, technical, financial, market and other business issues;
- To facilitate the creation of alliances between companies in Cambodia and EEA+UK+CH; and
- To undertake all activities to achieve the above stated objects, in conformity with these Statutes.
CHAPTER IV: MEMBERSHIP
7.1: Membership to EuroCham Cambodia shall be divided into three (3) main categories:
- Ordinary members :
Ordinary Corporate Members: Legal entities in good standing in Cambodia or intending to set up a presence in Cambodia and are:
- established under the laws of any EEA+UK+CH Member State; or
- majority-owned subsidiaries (having a minimum of 50% +1 shares) of such companies; or
- directly or indirectly, majority-owned by citizens of any EEA+UK+CH.
Ordinary Individual Members: Individuals of good standing who are nationals of any EEA+UK+CH Member State, who are actively involved in the business, trade and investment community or related activities in Cambodia, and are not acting on behalf of a legal entity.
- Associate Members:
Associate Corporate Members: Legal entities in good standing which are established:
- Under the laws of any EEA+UK+CH Member State, majority-owned subsidiaries of such companies or which can demonstrate to the satisfaction of EuroCham Cambodia that they have substantial business/economic ties to Cambodia, although not having a legal presence in Cambodia; or
- Legal entities that are not eligible for ordinary corporate membership which can demonstrate to the satisfaction of EuroCham Cambodia that they have substantial business/economic ties to Cambodia and/or the EEA+UK+CH.
Associate Individual Members: Individuals of good standing:
- Who are nationals of any EEA+UK+CH Member State but who are not eligible to be ordinary member; or
- Who are actively involved in business, trade, investment and/or other permitted activities having substantial ties with both Cambodia and EEA+UK+CH but are not members of an organization which could become a corporate member.
EuroCham Cambodia may deny an application for individual membership, if the latter works for a company that is eligible for ordinary corporate membership and if his/her intention is to represent that company.
Honorary members may include:
- The Ambassador of the Delegation of the European Union in the Kingdom of Cambodia or his/her representative;
- The duly appointed Ambassadors of EEA+UK+CH states in charge of Cambodia; and
- Any person, partnership, corporation, or entity invited by the Executive Committee (as defined in Article 17.4), which have made, or are likely to make, a distinguished contribution in furthering the purposes of EuroCham Cambodia.
Honorary Members may be appointed for life or for such period as the Board of Directors shall decide and such appointment may be removed by resolution of the Board of Directors. Except as otherwise stated herein, Honorary Members shall be entitled to all the privileges of Associate Members.
7.2: Founding Associations
- GBC, BRITCHAM and CCIFC together, initiated the establishment of EuroCham Cambodia and developed its original Statutes (“Founding Associations”).
- CCIFC and GBC have decided to be fully integrated within EuroCham Cambodia as National Chapters (as defined in Article 9).
- BRITCHAM remains a Founding Association of EuroCham Cambodia and retains special status. Following an agreement between the Board of Directors of EuroCham & BRITCHAM, BRITCHAM may receive one seat on the EuroCham Board of Directors and its members may receive a special discount on the EuroCham membership fee and other advantages. BRITCHAM may decide at any time to be fully integrated within EuroCham Cambodia as a National Chapter in the same manner as CCIFC and GBC giving them the same rights and responsibilities.
Any natural or legal entities that wishes to become member of EuroCham Cambodia shall be required to submit an application for membership in compliance with the procedures prescribed in EuroCham Cambodia’s internal regulations.
8.1: EuroCham Cambodia’s members will forfeit their membership for any of the following reasons:
- Resignation or non-payment of membership fees;
- Death or bankruptcy;
- Decision made with the vote of 2/3 (two thirds) of the Board of Directors;
- Conviction for the criminal offence of the member or the representative of the member; or
- Becoming non-compliant with the eligibility requirements set out in 7.1.
8.2: EuroCham Cambodia’s members status shall be reviewed prior to Annual & Extraordinary General meeting in accordance with the Articles 7.1 and the internal regulations. Despite changes in the rules related to membership status when statutes are updated, members retain their initial membership status.
CHAPTER V: NATIONAL CHAPTERS WITHIN EUROCHAM CAMBODIA
Article 9: EuroCham Cambodia explicitly supports European cultural diversity and supports the creation of national and regional Chapters by members of any EEA+UK+CH countries.
- A national chapter represents one country (“National Chapter”) whereas a regional chapter represents multiple countries (“Regional Chapter”);
- National or Regional Chapters can be established with a minimum of 10 ordinary EuroCham Cambodia members each;
- National or Regional Chapters may submit their own statutes to the approval of EuroCham Cambodia's Board of Directors or use default statutes as recommended within EuroCham Cambodia's internal regulations;
- Any National or Regional Chapter with a minimum of 20 members may nominate one (1) member to EuroCham Cambodia’s Board of Directors. If the Chapter has less than 20 members for more than two years, its board seat will be temporarily suspended until the number of members reaches the minimum number of 20 members again;
- The Founding Associations although integrated as National or Regional Chapters, do not have the right to nominate any additional members to EuroCham Cambodia’s Board of Directors beyond those provided for in Article 17;
- National or Regional Chapters’ budgets are administered by EuroCham Cambodia. Every national Chapter has the right to autonomously administer a subset of budget equal to a share of their members’ annual membership fees defined in the internal regulations, and to allocate that budget to its own cultural activities (i.e. activities not related to business nor business services, for which EuroCham Cambodia is responsible);
- If the membership of a National or Regional Chapter falls below 10 ordinary members for a period greater than 2 years, EuroCham’s Board of Directors may decide to dissolve it; and
- Both New and Existing EuroCham Cambodia members may choose to join one (1) or more than one (1) National and/or Regional Chapter(s) of their choice subject to validation of the membership by the relevant National or Regional Chapter(s). New and Existing EuroCham Cambodia members, who wish to join more than one additional National and/or Regional Chapters, shall pay an additional fee representing 40% of the annual applicable membership fee per one (1) additional National or Regional Chapter. Such additional fee shall be entirely allocated to the relevant National or Regional Chapter(s).
An ordinary member shall only choose only 1 (one) National or Regional Chapter where it can vote.
Article 10: The Budget and source of revenue of National or Regional Chapters shall derive and originate from:
- Contributions and membership fees of members;
- Events revenues; and
- Grants or donations from national organisations.
CHAPTER VI: RIGHTS AND RESPONSIBILITIES OF THE MEMBERS
Article 11: All members shall be entitled:
- To participate in EuroCham Cambodia’s meetings in accordance with EuroCham Cambodia’s invitations;
- If an Ordinary Member, to stand for election and to elect the Board of Directors;
- To participate in EuroCham Cambodia’s activities as determined by the General Meetings; and
- To have such other privileges and rights as determined by the Board of Directors internal regulations.
CHAPTER VII: GENERAL MEETINGS
Article 12: EuroCham Cambodia is to be governed by General Meetings. General Meetings consist of Annual General Meetings and Extraordinary General Meetings. Invited participants to a General Meeting shall include all members and representatives from relevant partners invited by the Board of Directors. Only Ordinary Members may vote at a General Meeting.
Article 13: The matters dealt with at Annual General Meetings shall include:
- Once every 24 months, the election of eligible EuroCham Cambodia’s members to the Board of Directors;
- The examination and approval of EuroCham Cambodia’s annual budget and the financial statement; and
- The consideration of EuroCham Cambodia’s activities and approval of its policies and development programs.
EuroCham Cambodia’s Chairperson and its Board of Directors are in charge of the implementation of all decisions made at Ordinary General Meetings.
Article 14: Convening Annual General Meetings.
- An Ordinary General Meeting shall be held once every 12 months in accordance with the invitation of the Chairman or 50% + 1 member of the Board of Directors;
- Annual General Meetings shall be chaired by EuroCham Cambodia’s Chairperson or, in the Chairperson’s absence, either one of the vice-chairpersons or, in their absence, any member of the Executive Committee;
- The quorum of any Annual General Meeting shall consist of 50% + 1 of the aggregate of all Ordinary Members of EuroCham Cambodia;
- If after a period of 30 minutes subsequent to the scheduled time as mentioned in the invitation for the Annual General Meeting there is not a quorum present, EuroCham Cambodia’s Chairperson shall summon a second meeting in seven days’ time, and the quorum for such second meeting shall consist of 1/3 of all Ordinary Members either present in person or represented by proxy (“Second Meeting Quorum”);
- If after a period of 30 minutes subsequent to the scheduled time for such Second Meeting, there is not a Second Meeting Quorum present, the Board of Directors shall convene the third meeting in 3 days’ time, and such third meeting shall not require a quorum to conduct business; and
- The Chairperson or 50% + 1 member of the Board of Directors shall provide all members with the agenda for an Annual General Meeting at least 7 days prior to commencement of such Annual General Meeting. This does not apply with respect to any meeting called as a result of the process set out above to deal with the lack of quorum.
Article 15: Decisions of Annual General Meetings:
- Can only be approved by a simple majority from within the attending Ordinary Members and members represented by proxy (Ordinary Members can only hold a maximum of 3 proxies); and
- Shall be duly recorded in the minutes, under the supervision of the Chairperson and Secretary General.
Article 16: Extraordinary General Meetings
An Extraordinary General Meeting may be called at the request of EuroCham Cambodia’s Chairperson with the approval of the Board of Directors or must be called upon the request of at least 40% of all Ordinary Members. Such a request from the Ordinary Members must be submitted to the Chairperson of the Board of Directors and must provide details of the specific purposes for such meeting. The Chairperson shall call the Extraordinary General Meeting within 4 weeks after receipt of the request.
To hold an Extraordinary General Meeting, the required quorum shall be 50% + 1 of all Ordinary Members. Approved decisions of the Extraordinary General Meeting shall require a simple majority of the Ordinary Members present or represented by proxy at the Extraordinary General Meeting.
CHAPTER VIII: BOARD OF DIRECTORS AND EXECUTIVE COMMITTEE OF THE EUROPEAN CHAMBER OF COMMERCE
Article 17: The activities of EuroCham Cambodia shall be managed by a Board of Directors made up of:
- 2 appointed representatives per Founding Associations integrated as National Chapter (GBC & CCIFC);
- 1 appointed representative from BRITCHAM; and
- National or Regional chapters that are integrated within EuroCham may nominate 1 representative each after reaching the threshold of members defined in Article 9.
Altogether, they are referred to as the “Appointed Representatives”.
The number of board members directly elected by the Ordinary Members (“Elected Representatives”) shall be the number of Appointed Representatives + 1, with a mandatory minimum of 7 Elected Representatives. To avoid any doubt, the Elected Representatives shall be persons of good standing who are either Ordinary Individual Members or Representatives of Ordinary Corporate Members.
The Appointed Representatives and the Elected Representatives are together referred to as "Board of Directors ".
Once elected a member of the Board of Director is deemed to be personally elected (“Board of Director Member”).
17.1: The day-to-day operations of EuroCham Cambodia shall be managed by an Executive Director appointed by the Board of Directors. The Executive Director shall execute the general affairs of EuroCham Cambodia in accordance with the objectives, policies, constitution, Internal Rules, and other regulations of EuroCham Cambodia under the supervision and control of the Executive Committee (as defined in Article 17.4). The Executive Director shall not participate in the vote of resolutions of the Board of Directors but can provide recommendations to the Board of Directors. The Executive Director shall be assisted by the support staff of EuroCham Cambodia.
17.2: Election of Board of Directors Members shall take place in accordance with the voting procedures set out in EuroCham Cambodia internal regulations provided that:
- at least 50% +1 Board of Directors are EEA+UK+CH’s passport holders; or
- not more than 1/3 rounding off below passport holders from any one country may be elected or nominated to the Board of Directors at any one time.
17.3: EuroCham shall notify in writing to the National and Regional Chapters entitled to nominate Board of Directors’ members, to proceed to the nomination of its representative(s) to the Board of Director at least 60 days prior to the Annual General Meeting. The National and Regional Chapters entitled to nominate the Board of Directors’ members shall notify to the Executive Director their representative’s identity (“Representative”) at least 45 days prior to the Annual General Meeting (“Representative Notification”). The Board of Directors shall have the right to veto over the Representative within 15 days from the Representative Notification (“Veto”). In the event that the Veto is exercised then, the relevant National and Regional Chapter shall notify in writing to the Board of Directors an alternative representative within 15 days from the Veto. This second choice is deemed to be final.
17.4: The Board of Directors shall elect, among itself, an executive committee comprising of a Chairperson, a vice-Chairperson from the elected Board members, a Treasurer and a General Secretary, on a majority vote and for a term of office commencing on the date of its election and terminating on the date of the next Annual General Meeting at which new elections will take place. (“Executive Committee”).
In addition, the Executive Committee shall also include one Vice-Chairperson nominated by each of the Founding Associations.
17.5: A person ceases to be a Board of Directors Member in case of:
- Absence of 3 Board of Directors meetings;
- Do not manage to become a Corporate Representative of any other Ordinary Corporate Member or is not himself or herself Ordinary Individual Member within 2 months after he/she ceases to be representative of a former Ordinary Corporate Member;
- Resolution of a 2/3 majority vote of the Board of Directors;
- Ceases to be representative of a National/ Regional Chapter.
On termination of office of any Board of Directors Member elected by the General Assembly for any reason before the expiration of his/her normal tenure of office, the Board of Directors may decide to replace him/her following the internal regulations.
If a resigning or terminated Board of Directors Member is also a member of the Executive Committee, the Board of Directors shall elect by majority vote another Board of Directors Member to take his/her place on the same terms as set out in Article 17.4.
17.6: The Board of Directors shall regulate its own proceedings as it sees fit in accordance with the provisions of these Statutes and EuroCham Cambodia internal regulations. Generally, and without limiting its powers, the Board of Directors shall:
- Elect the Executive Committee;
- Decide the establishment and termination of sectoral committees or sub-committees of common interest;
- Approve the internal regulations of EuroCham Cambodia;
- Approve the recruitment of the Executive Director;
- Approve the strategic direction of EuroCham Cambodia;
- Approve budgets and account statements;
- Approve the annual report to the Members; and
- Monitor EuroCham Cambodia's policies and practices with regards to compliance with internal regulations, local laws and regulations.
17.7: The Board of Directors Chairperson shall hold office for a term equal to his/her term as a Board of Directors Member and shall call and chair all Board of Directors Meetings (or, in his/her absence, a Vice-Chairperson or another Board of Directors Member nominated by him/her shall chair Board of Directors Meetings).
17.8: The Board of Directors shall meet at least once every 3 months (“Board of Directors Meeting”). If the Board of Directors Chairperson fails to call sufficient Board of Directors Meetings, then any three Board of Directors Members may by written notice to all Board of Directors Members, call a Board of Directors Meeting.
17.9: The quorum for all Board of Directors Meetings shall consist of a simple majority of the Board of Directors Members.
17.10: At Board of Directors Meetings, each Board of Directors Member present shall have one vote and resolutions shall be passed by majority vote. In the event of a tie at any Board of Directors Meeting, the Board of Directors Chairperson shall have a casting vote.
17.11: The Board of Directors may pass a resolution without holding a Board of Directors Meeting, provided that a 5 days written notice is given to the Board of Director Members prior to casting the vote. Such resolution shall be valid and enforceable as if it were passed at a Board of Directors Meeting if it is signed by at least 7 Board of Directors Members. The signature of the Directors may be contained in a single document or may consist of several documents, all in like form. For the purpose of this Article, “in writing” and “signed” include approval by email or other electronic communication as agreed by the Board of Directors. The duly signed resolution shall be delivered by the Chairperson.
17.12: The Board of Directors may invite, at its discretion, any Members, or other persons to attend Board of Directors Meetings on a regular or a case-by-case basis, as decided by the Executive Committee.
17.13: All Board of Directors Members shall be indemnified and held harmless by EuroCham Cambodia against all losses, liabilities and expenses threatened, incurred or suffered by him/her in connection with his/her term of office as a Board of Directors Member (whether arising during or after such term of office) provided that such Board of Directors Member has acted honestly and in good faith and in a manner he/she believed to be in, or not opposed to, the best interests of EuroCham Cambodia.
17.14: The Executive Committee shall have the following responsibilities:
- The Chairperson is responsible for guiding/directing the activities of EuroCham Cambodia and legally represents EuroCham Cambodia;
- The Vice-Chairpersons are the deputies to the Chairperson and one of them shall be assigned by the Chairperson, or by the Board of Directors if the Chairperson has decided not to appoint one, to act on his/her behalf or if the Chairperson resigns from his position;
- The Treasurer supervises the preparation of the accounts of EuroCham, which are to be audited by a duly registered auditing company; and
- The General Secretary ensures that EuroCham Cambodia operates in accordance with its Statutes and its internal regulations. He/she is responsible for the minutes of the Executive Committee meetings and of the Board of Directors meetings or may delegate such task to the Executive Director.
17.15: The Executive Committee shall meet as often as necessary and at least once every month. The quorum shall comprise of not less than four (4) Executive Committee Members.
17.16: The Executive Committee shall regulate its own proceedings as it sees fit and generally and without limiting its power shall:
- Through the Executive Director manage and supervise the day-to-day operations of EuroCham Cambodia and the implementation of any EuroCham Cambodia contracts;
- Prepare the internal regulations of EuroCham Cambodia to be submitted to the approval of the Board of Directors;
- Propose the annual budget of EuroCham Cambodia to be submitted to the approval of the Board of Directors;
- Approve any remuneration for senior personnel, as determined by the internal regulations;
- Propose activities that it considers desirable or necessary for EuroCham Cambodia to operate;
- Prepare the accounts of EuroCham Cambodia to be submitted to the approval of the Board of Directors;
- Report on EuroCham Cambodia’s activities to the Board of Directors;
- Make recommendations to the Board of Directors; and
- Implement the decisions of the Board of Directors.
CHAPTER IX: BUDGET AND SOURCE OF RESOURCE
Article 18: The budget and source of revenue of EuroCham Cambodia shall derive and originate from:
- Contributions and membership fees of members;
- Grants or donations from local and international organisations; and
- Miscellaneous revenues are derived from its activities in accordance with the duties assigned to the EuroCham Cambodia in Article 6.
Article 19: All EuroCham Cambodia’s expense(s) must be within its approved budget or, if not, requires prior written consent by the Executive Committee.
CHAPTER X: STATUTE AMENDMENT, DISSOLUTION AND LIQUIDATION
Article 20: Any proposal for amendment of the Statutes presented for approval to General Meetings must have the prior approval of a majority vote 50% + 1 of the Board of Directors including at least one representative of each of the Founding Associations.
Any such proposal shall be submitted to the Board of Directors at least a month prior to the proposed General Meetings at which the amendments will be considered.
Article 21: Matters not addressed in these Statutes shall be dealt with in EuroCham Cambodia’s internal regulations or any other internal procedures.
Article 22: Should the Board of Directors decides that EuroCham Cambodia is not able to continue operating, the Board of Directors shall convene an Extraordinary General Meeting to:
- Call for an election to dissolve EuroCham Cambodia; and
- Form a commission to liquidate the moveable and immoveable properties (if any) of EuroCham Cambodia.
A decision on dissolution shall require the approval of 2/3 of all the Ordinary Members.
CHAPTER XI: FINAL PROVISIONS
Article 23: Members of EuroCham Cambodia must strictly comply with the Statutes, EuroCham Cambodia’s internal regulations, and the decisions of the Board of Directors & the Executive Committee.