Our Constitution

About Us

NAME

The Association shall be known under the name of The American Chamber of Commerce in The Gambia.

PLACE OF BUSINESS, COMMON SEAL AND DURATION

The place of business of the Chamber shall be at No…. Kairaba Avenue,in The Gambia or any other place as the Board of Trustees may from time to time decide.
The seal of the Chamber shall be oval in form, containing the words “The American Chamber of Commerce in The Gambia” around the periphery, and in the centre an eagle with wings spread, each wing holding an American and The Gambia flag respectively, surmounted by the words “Founded 2010”.
The duration of the Chamber is unlimited.

OBJECTS

The objects of the Chamber shall be:
1) to encourage and facilitate trade and investment between the United States of America and The Gambia,
2) to promote the role of The Gambia as an export hub under the African Growth and Opportunity Act;
3) to promote generally the mutual interests of its members.

MEMBERS AND SUBSCRIPTIONS

The Members shall consist of :
1) Corporate Members – shall constitute registered Companies, Sole Proprietorship and Partnerships.
2) Individual Members – any individual over the age of 18 years.
3) Honorary Members – Persons of distinguished service in the Private Sector, Public Service , Academia or Diplomacy or any other field determined by the Board of Trustees

CORPORATE AND INDIVIDUAL MEMBERS:

Corporate and Individual Members shall be entitled to vote at all meetings of the Chamber either in person or by proxy confirmed in writing to the Secretary of the Chamber in advance of each meeting. Each Member shall be entitled to cast one vote provided the member is not in arrears with its/his subscriptions.

Each Corporate Member shall appoint one representative whose name shall be communicated in writing to the Secretary of the Board of Trustees.

Any individual, firm or corporation which is in good standing and which has an interest in the objects of the Chamber shall be eligible for Corporate and Individual Membership, as the case may be.

Candidates for corporate and individual membership to be considered must complete and sign the designated application form for membership and shall be considered by the Board of Trustees or any other Committee of of the Board of Trustees mandated to consider membership applications. The Chief Executive shall notify applicants of the outcome of their applications upon its consideration. The Board of Trustees has the discretion to accept or decline any application but shall exercise their discretion in the interest of the Chamber and in utmost good faith and subject to any criteria set out in any bye laws, rules or regulations that may apply.

HONORARY MEMBERS

Honorary Members shall be those individuals, who due to their accomplishments in the private sector, public sector, international arena, academia have been invited by the Board of Trustees to be Honorary Members of the Chamber without filling out an application. They shall not pay any subscription.

REGISTER OF MEMBERS

A Register of Members with the name and address of each Member, the date of entry as a member and the date of ceasing to be a member shall be kept at the registered office of the Chamber for each classification of Members, as per Article 6 of this constitution.

SUBSCRIPTION DUES

The subscription payable by each member shall be determined by the Board of Trustees and it shall be payable not later than the 15th of March of the year in respect of which it is due. The rates of subscriptions shall be communicated to each member concerned within one month of the decision of the Board of Trustees.

The Board of Trustees may, at its discretion, exempt the dues of any Member or extend the time of payment thereof.

If the dues of any member remain unpaid two months after the due date, he/she it shall be notified in writing; and if said dues be not fully paid on or before the day ending the third calendar month from the date due the name of the defaulting member, unless otherwise ordered by the Board of Trustees, shall be struck from the Register of Members.

The Board of Trustees may accept the resignation of any Member at any time, provided that the annual subscription of such Member shall have been paid or remitted for the current year.

BOARD OF TRUSTEES

The powers and authority of the Chamber shall be vested in the Board of Trustees, which shall be accountable to the voting members The day to operation and management of the Chamber shall be the responsibility of the Chief Executive duly appointed under the direction of the Board of Trustees

The Board of Trustees shall consist of a minimum of seven (7) and a maximum of fifteen (15) and the first Board of Trustees shall consist of twelve (12) members until otherwise decided by the Chamber at a general meeting of its members.

All members of the Board of Trustees shall be either Individual Members or partners, directors or senior executives of Corporate Members.

The term of office of each member of the Board of Trustees shall be for a period of two consecutive years.

The Board of Trustees shall include four (4) office bearers who shall be the President, the Vice President, the Treasurer and the Secretary, except for the period up to the Annual General Meeting following the date of registration of the Chamber, when there shall be only four (4) office bearers, namely the President, the Vice President, The Treasurer and the Secretary. The Chief Executive, with no voting rights, and such Advisory members of the Board of Trustees as are invited by the Board of Trustees in accordance with Article 21 shall also be entitled to attend meetings of the Board of Trustees.

At the first meeting of the Board of Trustees the new Trustees shall, elect each the four (4) office bearers, namely the President, the Vice-President, the Treasurer and the Secretary who shall hold office until the next Annual General Meeting of the Chamber and until their successors have been elected

At the expiration of their respective terms, office bearers and members of the Trustee shall be eligible for re-election, provided their term of office does not exceed three years.

The Board may invite or co-op the following persons to act as advisers to the Board

During their respective terms of office in The Gambia representatives of the American Embassy or the American Consulate General;
American citizens or Gambian citizens who have, in the opinion of the Board of Trustees, performed outstanding service to the Chamber in furtherance of its objectives.
Professional Individuals in the Law, Finance, Accountancy or Management or any other professional whose services are considered essential for the chamber.

The Chief Executive shall be responsible to the Board of Trustees for the operations of the Chamber in accordance with the instructions of the Board In particular, he/she shall be responsible to the Board of Trustees for the engagement and dismissal of all personnel of the Chamber and the supervision and management of the offices and staff of the Chamber, and all its operations. He/She shall be a member of all Board of Trustees (Standing or Special). He / She shall be invited to attend all meetings of the Board of Trustees with no voting rights.

ELECTION OF OFFICE BEARERS AND MEMBERS OF BOARD OF TRUSTEES

The First Board of Trustees shall consist of the initial subscribers to this Constitution.

Members of the Board of Trustee shall be elected or be reelected by vote at the Annual General Meeting of the members, and the majority of the votes of the members present shall be necessary to elect.

Notice of candidature shall be given in writing to the Secretary of the Chamber at least seven days before the date fixed for the meeting. The postmark date or any acknowledgement of receipt of the candidature by the Secretary shall be proof of such notification within the required time limit.

If during the year and for any cause a vacancy shall occur among the Members of the Board of Trustees, said vacancy up to a maximum of three shall be filled by the Board of Trustees for the period ending at the next Annual General Meeting at which time the appointment may be confirmed for the unexpired term. Any vacancy in excess of three shall be filled by election at a Special General Meeting.

POWERS AND DUTIES OF BOARD OF TRUSTEES

RESPONSIBILITIES OF TRUSTEES

The Board of Trustees shall be responsible for the overall execution and supervision of the activities of the Organization and in the exercise of its functions it shall be expected to take decisions based on consensus or majority of members. The first Board of Trustees may by consensus nominate and appoint other trustees or set up any committees to assist them in the execution of their duties.

The Board of Trustee shall exercise a general supervision over the affairs and interests of the Chamber. The President of the Board shall preside at all meetings of the Chamber and of the Board of Trustees.. The Chief Executive shall be a member ex officio of all -Board of Committees. He / She shall sign all official documents of the Chamber.

The Vice President, shall, in the absence of the President, have the same powers and authority as the President.

The office of any member of the Board of Trustees shall be vacated:

(a) if he/she becomes bankrupt or compounds with his/her creditors;

(b) if by notice in writing to the Secretary of the Chamber he/she resigns his/her office;

(c) if he/she is declared a lunatic or is interdicted or becomes of unsound mind or the other members shall have unanimously resolved that he/she is incapable of performing the functions of a member of the Board of Trustees;

(d) if he/she ceases to be an Individual Member or a partner, director or senior executive of a Corporate Member;

The ultimate Power of the Chamber shall be vested in the Board of Trustees which shall have full power and authority to represent the Chamber and act for it in all things and matters in which it shall be concerned

*Without prejudice to the general powers conferred above to the Board of Trustees and subject to the provisions of the applicable provisions of the Company Act, the said Board of Trustees shall have full power and authority:

(a) to determine all questions and matters arising on or in connection with the present rules and whether relating to the construction thereof or otherwise.

(b) to accept from any bank, from any company, corporation partnership, society association or from any person any gift or donation.

(c) to lend, invest and deal with any surplus monies of the Chamber by way of loans to or of deposits with any bank or banks in The Gambia or elsewhere or upon such securities and in such manner as may from time to time be determined.

(d) to pay all expenses incidental to the constitution of the Chamber and all pensions, lump sums and other benefits and all sums due or which may at any time appear to be due by the Chamber in capital, interests and accessories generally whatsoever.

(e) to open banking accounts, to withdraw money from all accounts of the Chamber to sign and endorse cheques.

(f) to recover and receive from all and every or any person or persons, company or companies, corporation, partnership or partnerships, association or associations, all monies, goods, chattels and effects, or things due or owing, payable or belonging to the Chamber, upon any account whatsoever and upon the recovery or receipt of such monies, goods, chattels, effects, or things to deliver and execute such good and sufficient receipts, releases, acquaintances or other discharges as may be necessary or expedient and also to consent to the removal and erasure of all seizures and inscriptions whether or not payment has been received, to execute and consent to all subrogation in favour of any person or persons, company or companies, corporation, partnership or partnerships, association or associations with or without guarantee, to discharge debtors and accept new ones in lieu and stead of original ones.

(g) in case of difficulty or in default of payment, to take all necessary legal steps or actions at law, to act as plaintiff or defendant in any legal suit or actions at law before any Court of Justice, or any judge or any other authority to appeal from all judgements and/or orders even to the Privy Council, to defend to any appeal, or to desist from such appeal, to retain Counsel and Attorney-at-Law, to make all seizures of properties and securities and to ask or sue for the sale thereof, to compromise and accept part payments for the whole, to produce all titles and claims at all distributions of sale price or other moneys.

(h) from time to time to entrust to, confer upon or delegate to any of its members or to any person or persons such of the powers exercisable by the Board of Trustees for such time and to be exercised for such objects and purposes and upon such terms and conditions and with such restrictions as the Board of Trustees shall think expedient and to confer upon, entrust to and delegate such powers collaterally with or to the exclusion of and in substitution for, all or any of the powers of the Board of Trustees in that behalf and from time to time to revoke, withdraw, alter or vary all or any of such powers.

(i) from time to time to appoint and, in its discretion, remove one or more medical practitioners and/or medical specialists, an actuary, a legal adviser or such other officers, or servants as it shall consider necessary for the proper management of the Chamber upon such terms as to their duties and remuneration and otherwise as the Management Board of Trustees shall think fit.

(j) the Board of Trustees may appoint such sub-Board of Trustees with such powers as it may from time to time decide.

(k) to sell, exchange or dispose of all the investments of the Chamber or any part thereof for such price and under such conditions as may be determined by the Board of Trustees, to cash all sale prices, to give good and valid discharge thereof.

(l) to borrow or raise money for the purpose of the Chamber’s business in any manner the Board of Trustees may decide, to enter into contracts for the opening of credits in favour of the Chamber, to draw, make, accept, endorse, execute and issue promissory notes bills of exchange, cheques and other negotiable or transferable instruments.

(m) to purchase, hire or otherwise acquire and to sell, let, exchange, alienate, dispose of, mortgage, hypothecate or create any charge or charges including fixed charges and floating charges on all or part of the property of the Chamber, both movable and immovable, and to erect, maintain, improve or alter any buildings for the purposes of the Chamber, provided that no property worth more than Rs 3,000 and belonging to the Chamber shall be disposed of, mortgaged, pledged or charged unless the transaction has been approved by a special resolution.

(n)(i) to insure all or any of the Chamber’s assets against any loss resulting from fire, theft, war, strikes, riots or any other cause of whatever nature.

(n)(ii) to insure the Chamber against any claim for damages arising out of any liability or responsibility of any nature whatever.

(o)(i) to frame bye-laws for the proper running of the Chamber and to alter and vary such bye-laws by special resolutions as may seem expedient from time to time.

(o)(ii) to submit such alterations and variations to the members, at a duly held extraordinary general meeting, for approval. Such bye-laws shall be submitted to the Registrar of Associations and on receiving his approval shall become binding on the members of the Chamber.

34. The Board of Trustees shall cause true and full accounts to be kept of all contributions and interest received and generally of all receipts of the Chamber and all moneys paid for benefits, expenses and otherwise and also a record of all other facts proper to be recorded so as to show the full facts relating to the Chamber.

The Board of Trustees shall furnish the Auditor with accounts and all means of vouching and verifying the same and once in every year shall cause a statement of accounts and balance sheet to be prepared and to be audited by the Auditor.

MEETINGS OF BOARD OF TRUSTEES

The Board of Trustees shall hold regular meetings at least once quarterly as the Board of Trustees shall determine, and special meetings at the call of the President. Five Members of the Board of Trustees shall constitute a quorum.

Meetings of the Board of Trustees shall be presided over by the President, or in his absence, the Vice-President and in their absence by one of the members of Board of Trustees chosen by the members present.

The President of the day shall have a casting vote in case of equality of Votes.

Notice of meetings shall be signed by the Secretary and sent to every individual member of the Board of Trustees seven (7) clear days before the meeting and shall specify the business to be transacted at the meeting.

MINUTES

The members of the Board of Trustees shall cause minutes to be duly entered in books provided for that purpose:

(a) All appointments of the officers;

(b) The names of the members present at each meeting of the Board of Trustees;

The minutes of a meeting shall invariably be read out at a subsequent meeting and confirmed by the President of the meeting after soliciting the opinion of the other members of the Board of Trustees that the minutes have been faithfully recorded.

Any copy of or extract from the minutes of any meeting of the Board of Trustees or of any General Meeting purporting to have been signed by the President of such meeting or by the President of the next succeeding meeting and certified correct by the Secretary for the time being shall be receivable as “prima facie” evidence of the matters stated in such copy or extract.

In case of necessity, minutes may be circulated to relevant members of the Board of Trustees and confirmed by the Chairman should there be no objection or amendment received from members of the Board of Trustees within seventy two hours of circularization of such minutes.

The books wherein are recorded the minutes of General Meetings of Members and of the Managing Board of Trustees shall at all time be open to the inspection of Voting Members.

No copy, extract or synopsis of the proceedings of General meetings, Board of Trustees, shall be given for publication without authorization of the President or of the Board of Trustees.

MEETINGS AND PROCEEDINGS AT GENERAL MEETINGS OF THE CHAMBER

Every year, not later than three months after the accounting date of the Chamber the Annual General Meeting of the members shall be held at the registered office of the Chamber or at any other place, in order:

(a) to approve the statement of receipts and payments of the Chamber in respect of the accounting period and the statement of the assets and liabilities of the Chamber existing on the accounting date;

(b) to approve the estimate of the expenditure of the Chamber for the accounting period ending on the next accounting date;

(d) To appoint the auditor

45. Notice of the meeting should be published not less than fourteen days before the date of the meeting in one daily newspaper. This notice shall specify that the meeting is convened as an annual general meeting and the matters to be considered at the meeting namely statement of accounts of the Chamber and, where appropriate, election of the members of the Board.

In addition notice in writing shall be sent to each voting member, at the address appearing in the Register of Members, at least fourteen (14) days prior to the meeting.

The Secretary shall whenever directed by the Board convene any other general meeting of the Chamber and the Secretary shall, on the written requisition of at least 10% of the voting members holding at least 10% of the number of members of the Chamber proceed to convene any other general meeting and in the case of such requisition the following provisions shall have effect:

a) The requisition shall state the objects of the meeting and shall be signed by the requisitionists and deposited at the registered office of the Chamber and may consist of several documents, in like form each signed by three or more of the requisitionists.

b) If the Secretary does not proceed to cause a meeting to be held within fifteen (15) days from the date of deposit of the requisition, the requisitionists may themselves convene the meeting, but any meeting, so convened, shall not be held after two months from the date of such deposit.

c) Any general meeting convened under the preceding clause shall be convened in the same manner as nearly as possible as that in which meetings are to be convened by the Secretary.

48. The fact that such notice shall merely state generally the objects of the meeting, shall not invalidate any resolution passed at such meeting.

49. No general meeting shall be competent to enter upon, discuss or transact any business which has not been specially mentioned in the notice or notices upon which it was convened.caq.

50. The quorum for any general meeting will be 25% of the number of compliant members. If at the expiration of half an hour from the time appointed for a general meeting the required quorum shall not be present at the meeting, the meeting, if convened by or upon the requisition of at least 10% of the voting members, shall be dissolved absolutely but in any other case it shall stand adjourned to the same day in the next week at the same time and place, unless such day be a public holiday, in which case the meeting shall stand adjourned to the next ensuing working day and notice of such adjournment will be given. If at such adjourned meeting a quorum is not present those members who are present shall be a quorum and may transact the business for which the meeting was called.

51. All meetings of members shall be presided over as prescribed for meetings of the Board of Trustee and the President shall have a casting vote in case of equality of votes.

52. The President, with the consent of the meeting, may adjourn any meeting from time to time, and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place and notice will be given of such adjourned meeting.

53. The Secretary of the Board of Trustees shall act as Secretary of all general meetings.

SPECIAL MEETINGS

Special General meetings of the members may be convened:
1. by the President, or in his absence by the Immediate Past President or by the Vice President;
2. by a majority of the Board of Trustees.
A notice shall be sent to all members at least (14) days in advance of the special meeting, and shall set forth the purpose thereof. At any such meeting or businesses.

VOTING AT MEETINGS

Only voting members and those enjoying the right to vote in their stead (as provided by Articles 8 and 9 of these Rules) shall be entitled to vote at the meetings of the Chamber.

At any meeting every resolution shall be decided by a majority of the votes of the voting members present with voting powers as defined in article 8 of these Rules, the President shall be entitled to a second or casting vote, in case of equality of votes.

Voting shall be by show of hand unless any one member request that voting shall be by ballot. Written notice of the request shall reach the Secretary at least 48 hours before the time fixed for the meeting.

A declaration by the President that a resolution has been carried and an entry to that effect in the minute book of the Chamber shall be sufficient evidence of the fact without proof of the number of votes recorded in favour of or against such resolution.

Voting by proxy is allowed. No member having a right to vote shall vote as proxy for more than nine members having the right to vote except for a special resolution where a member is allowed to vote for not more than 20 members as provided by the Registration of Associations Act.

Voting by proxy is allowed. No member having a right to vote shall vote as proxy for more than nine members having the right to vote except for a special resolution where a member is allowed to vote for not more than 20 members as provided by the Registration of Associations Act.

No person shall be appointed a proxy who is not a voting member of the Chamber.

The instrument appointing a proxy shall be signed by the appointer.

The instrument appointing a proxy shall be deposited at the registered office of the Chamber not less than twenty four hours before the time appointed for holding the meeting at which the person named in such instrument proposes to vote and shall be confirmed by the Secretary.

No instrument appointing a proxy shall be valid after the expiration of twelve months from the date of its execution.

Every instrument appointing a proxy whether for a specified meeting or otherwise shall as nearly as circumstances permit be in the form or to the effect following :

I ___________________ of ___________________ being a voting member of “THE AMERICAN CHAMBER OF COMMERCE IN THE GAMBIA” (“the Chamber”) hereby appoint _____________ a voting member of the Chamber as my proxy to represent me and vote for me and on my behalf at the general meeting of the Chamber to be held on the day of _________ two thousand and _______ and at any adjournment thereof or as the case may be at all meetings to be held within 12 months from this date.

___________ as witness my hand this ______ day of __________ two thousand and __________

No member shall be prevented from voting by reason of his being personally interested in the result of the voting.

Authentication of Deeds & Documents

68. The following provisions shall have effect:

(a) All deeds executed on behalf of the Chamber may be in such form and contain such powers, provisos, conditions, convenants, clauses and agreements as the Board of Trustee shall think fit, and shall be signed by one of the members of the Board of Trustees and the Secretary, as the Board of Trustees of the Management may from time to time appoint.

(b) All promissory notes or other negotiable instrument shall be made, drawn or endorsed for and on behalf of the Chamber by one of the members of the Board of Trustees and the Treasurer or by such other officer as aforesaid and all cheques or orders for payment shall be signed by one of the members of the Board of Trustees and the Treasurer, as the Board of Trustees may from time to time appoint.

(c) Cheques or other negotiable instruments paid to the Chamber’s banker for collection and requiring the endorsement of the Chamber, may be endorsed on its behalf by the President of the Board of Trustees or in his absence the Vice-President and the Treasurer. All moneys belonging to the Chamber shall be paid to such bank or banks as the Board of Trustees shall direct and all receipts for money paid to the Chamber shall be signed by the Treasurer and such receipt shall be an effectual discharge for the money therein stated to have been received.

ACCOUNTS

70. The Board of Trustee shall cause true accounts to be kept of all transactions, assets and liabilities of the Chamber.

The accounting period of the Chamber shall start on the first day of January to end on the thirty-first day of December of the same year.

71. The books of accounts shall be kept by the Treasurer at the registered office or at such other place or places as the Board of Trustees shall think fit and any member of the Chamber, Auditor, Secretary or any clerk, accountant or other employee whose duty requires and entitles him to do so will be free to inspect the books, accounts, documents or writings of the Chamber.

72. A statement of Assets and Liabilities and the auditors’ report together with an estimate of the expenditure of the Chamber for the ensuing accounting period shall be made out and laid before the Annual General Meeting for approval within three months of the date after the financial year end of the Chamber and such report shall include a statement of the assets and liabilities of the Chamber.

73. The statement of Assets and Liabilities shall be signed by at least two of the members of the Board of Trustees and shall be countersigned by the Treasurer for submission to the Registrar of Association. A copy of the balance sheet and the auditors’ report shall be sent to all the Members for information.

AUDITING OF ACCOUNTS

74. No person other than a qualified accountant or a firm of qualified accountants shall be appointed auditor of the Chamber.

The auditor, who shall not be an Officer of the Chamber, shall be appointed each year by the Annual General Meeting. He shall examine once yearly all accounts and vouchers and shall report in writing to the Board of Trustees prior to the Annual General Meeting.

75. The remuneration of the auditor shall be fixed by the Board of Trustees

76. The auditor shall have a right of access at all times to the books and accounts and vouchers of the Chamber and as regards books, accounts and vouchers kept abroad shall be entitled to rely upon copies thereof certified by the representatives of the Chamber abroad and shall be entitled to require from the Board of Trustees and the officers of the Chamber such information and explanation as may be necessary for the performance of the duties of the auditors and the auditors shall make a report on the accounts examined by them and on every Statement of Assets and Liabilities and the report shall state:

(a) whether or not they have obtained all the information and explanation they have required; and

(b) whether in their opinion the Statement of Assets and Liabilities referred to in the report is properly drawn up so as to exhibit a true and correct view of the state of the Chamber’s affairs according to the best of their information and of explanations given to them and as shown by the books of the Chamber.

77. Every account of the Chamber when audited shall be conclusive except as regards any error discovered therein subsequently.

Whenever any such error is discovered the account shall forthwith be corrected and thenceforth shall be conclusive.

78. Any auditor shall be eligible for re-election.

79. The auditor may be removed by a resolution carried at a general meeting of the Chamber specially convened for that purpose. Half the number of voting members plus one shall constitute a quorum for such a removal.

DUTIES OF SECRETARY AND TREASURER

80. The Secretary and the Treasurer in addition to any duty ascribed to any one of them in these presents shall perform and execute such additional duties which may be conferred upon each of them by the Board of Trustees.

ALTERATION OF RULES

81. Any amendment to the rules carried out by special resolution of the Chamber in conformity with Section 13 of the Registration of Associations Act shall be submitted to the Registrar and shall, on receiving his approval, become binding on the Chamber.

82. Any change or amendment to the Rules shall be submitted to the Board of Trustees for approval and if approved by the Board of Trustees shall be submitted to the next meeting of the members for consideration and vote at a general meeting.

ACTIONS AND PROCEEDINGS

83. The Chamber may sue and be sued in its corporate name and service of all summonses, processes, notices and all documents generally shall be valid and effectual, if served on the Secretary of the Chamber at the registered office of the Chamber.

84. All powers to sue and to defend to any action and to appeal from any judgement to any Court of Appeal or to the Privy Council and any appeal to any other Court whatsoever shall be signed by the President of the Chamber or in his default by the Vice-President.

85. A member who resigns or who is expelled forfeits all his rights to any property of the Chamber and to any contribution, monetary or otherwise, he may have made to the Chamber.

EXPULSION OF MEMBERS

86. In case the conduct of any member shall, in the opinion of the Board of Trustees, be injurious to the interests or prejudicial to the dignity of the Chamber the Board of Trustees may, by a four-fifths vote of the members of the Board of Trustees present, request the resignation of said Member, having first notified said Member in writing of the reasons thereof and given him the opportunity to defend himself.

87. If such resignation be not presented within fifteen days after the request therefore, the said Member shall be given at least two weeks’ notice in writing to appear before the Board of Trustees. After hearing of such member or in default of his appearance, at the time and place fixed in said notice of hearing, the Board of Trustees may, by a four-fifths vote of the members of the Board of Trustees present, expel the said member from the Chamber if, in their opinion, he has been guilty of conduct or dealings injurious to the interests or prejudicial to the dignity of the Chamber, provided always that not less than ten members of the Board of Trustees are present when such vote is taken. The non-appearance of such member at the time and place fixed in such notice shall be considered a default and shall be a waiver of his right to be heard.

88. All Members of the Chamber, by accepting membership in their respective classes, shall be deemed to have acquiesced in all Bye-Laws, Rules and Regulations of the Chamber.

DISSOLUTION OF THE CHAMBER

90. A special resolution passed by a simple majority of the total number of the Voting Members of the Chamber present or represented at a special general meeting called for the purpose in accordance with

92 Upon dissolution, all the assets of the Chamber shall be distributed to another non-profit charitable organization to be determined by the Board of Trustees.

93. Notice of the dissolution up the Chamber under the hand of the Secretary shall be sent to the Registrar of Associations within three days of the passing of the special resolution to that effect.

The foregoing Constitution has been approved and adopted this………day of ………………..2010 by the following FIRST BOARD OF TRUSTEES:

List of the Initial Founding Members of the Board of Trustee