BY-LAWS OF THE NORWEGIAN CHAMBER OF COMMERCE, HONG KONG
(Amended in June 2008)
Article 1: Name of corporation
The name of the Corporation shall be “Norwegian Chamber of Commerce, Hong Kong”.
(Thereafter called “The Chamber”)
Article 2: Objectives of The Chamber
- To arrange for the exchange of information and experience between members of The Chamber;
- To make suitable representations on behalf of the Norwegian business community in Hong Kong to the competent authorities and institutions in Hong Kong and Norway.
- To promote commercial exchange between Norway and Hong Kong;
- To contribute to the enhancement of the image of Norway in Hong Kong; and
- To promote knowledge of Hong Kong within Norwegian business.
Article 3: Office
The Secretariat office of The Chamber shall, unless otherwise decided by the Board of Directors, be at the office of the Consular Representation of Norway in Hong Kong SAR.
Article 4: Corporate seal
The seal of The Chamber shall be in such a form as shall be prescribed by the Directors of The Chamber.
Article 5: Membership
Subject to Article 5.8, any corporation with an office in Hong Kong with a direct and strong affiliation with Norway either through capital ownership or business dealings, or any individual being engaged in or interested in regular business activities between Hong Kong and Norway.
5.2 Corporations or individuals residing in Norway or the People’s Republic of China with special interest in Norway/Hong Kong/China trade may be approved by the Board as full members.
5.3 The duly appointed Head of the Consular Representation of Norway in Hong Kong SAR shall be ex-officio Honorary Director of The Chamber.
The amount of annual dues and special dues to be paid by members shall be fixed from time to time by the Board of Directors. All dues shall be reckoned from 1st April to 31st March, which is the fiscal year of The Chamber.
5.5 Categories of membership
There shall be two separate and distinct categories of members in The Chamber.
The categories shall be:
- Corporate members
- Individual members
5.6 Delegate members
Corporate members shall be represented for all purposes in The Chamber by their delegate members and no corporation shall be entitled to more than two delegate members.
5.7 Resignation of a member
Any member of The Chamber, who wishes to cease being a member must do so by means of a written notice of resignation addressed to The Chamber. Such resignation cannot take place if the member is in arrears in payment of dues or in any other way indebted to the Chamber.
5.8 Discretion to reject
The Chamber may in its absolute discretion, without giving reasons, reject any application for membership or any application to renew membership.
5.9 Revocation of membership
Any member whose conduct renders him/her undesirable to be a member or is against the interest of the Chamber may, by resolution, have their membership revoked by a vote of at least three quarters of all members of the Board provided that before such resolution is voted such member shall have at least seven days’ notice of such resolution and shall have the right to be heard at such meeting regarding such resolution. Any member whose membership has been revoked, or who for any reason ceases to be a member, shall forfeit all moneys paid by him/her to the Chamber by way of subscription or otherwise.
Article 6: Board of Directors
The Board of Directors of The Chamber is composed of minimum four elected members. No corporation shall have the right to more than one representative on the Board of Directors of The Chamber.
6.2 Term of office
Subject to point 6.8 below the term of office of each Director shall be one year from the date of the Annual General Meeting at which he is elected, but a term shall not expire until a successor assumes office.
The Directors shall not receive any stated remuneration for their services, but may be, by resolution of the Board of Directors, refunded for special expense, incurred on behalf of The Chamber.
6.4 Functions of the Board of Directors
The Board shall administer the affairs of The Chamber in all things, and make or cause to be made for The Chamber any contract that The Chamber may enter into. It may also prepare or have prepared in co-operation with the Head of the Consular Representation of Norway in Hong Kong SAR all petitions, treatises, communiques and studies regarding the commercial and industrial interests of Hong Kong and Norway.
Three members of the Board of Directors shall constitute a quorum.
Any Director of the Board may resign by sending by registered mail a notice of such resignation to the Chairman of The Chamber. Such resignation takes effect from the date of receipt of the said notice by The Chamber.
Any Director on the Board may be dismissed by a vote of at least three-quarters of all members of the Board voting at a special meeting after a specific notice has been given to the members of the Board to that effect at least one month prior to the meeting, voting upon such dismissal.
In the case of a vacancy on the Board of Directors or of the position of an officer, the Board may, by resolution, fill the vacancy with a person in good standing as a member on the books of The Chamber but the member so appointed shall hold office only until the next following Annual General Meeting but shall then be eligible for re-election.
Article 7: Election of the Board of Directors
Elections to the Board of Directors shall take place at the Annual General Meeting in any year where the term of office of any member of the Board expires or where a vacancy has occurred among the members of the Board whether or not such vacancy has been filled under Article 6.8 of these By-laws.
Article 8: Officers
Officers of The Chamber shall be a Chairman, a Vice Chairman, an Executive Secretary and a Treasurer.
Article 9: Meetings
9.1 Annual General Meeting
The Annual General Meeting of The Chamber shall be held during the month of May in each year and on a date and at a place to be selected by the Board.
9.2 Special General Meeting
A Special General Meeting shall be called by the Chairman or upon the order of the Board or upon a written requisition addressed to the Chairman and signed by not less than ten members.
Article 10: Special Committees
The Board of Directors may create any special committees for special purposes; the formation and composition of which shall be at the discretion of the Board of Directors.
The Annual General Meeting shall designate one auditor from its membership.
Article 12: Signature and Certification of Documents
Contracts, documents or any instruments in writing requiring the signature of The Chamber, shall be signed by any two of the Chairman, Vice Chairman, Executive Secretary, or Treasurer and all contracts, documents and instruments in writing so signed shall be binding upon The Chamber without any further authorisation or formality. The Directors shall have power from time to time by by-laws to appoint an officer or officers on behalf of The Chamber either to sign contracts, documents, and instruments in writing generally, or to sign specific contracts, documents and instruments in writing. The seal of The Chamber when required may be affixed to contracts, documents and instruments in writing signed as aforesaid or by any officer or officers appointed by resolution of the Board of Directors.
Any by-law may be amended by simple vote by the members present at any general meeting of The Chamber unless otherwise provided by these by-laws. Notice of any proposal to amend a by-law must be given in writing prior to the meeting where the proposed amendment will be voted upon and must contain the proposed amendment in writing.
The Chamber shall establish a close and permanent working relationship with
- Head of the Consular Representation of Norway in Hong Kong SAR
- Nordic chambers/business associations
- Other chambers of commerce through InterCham
Article 14: Funds
The Funds of The Chamber shall be applied solely to meet its recurrent expenditure and for the furtherance of its objectives set out in Article 2 of these By-laws.
Article 15: Debts and Liabilities
The debts and liabilities of The Chamber shall be borne by the Board of Directors in office at the time they are incurred insofar as the same are authorised by the Board.
Article 16: Dissolution
If at any General Meeting of The Chamber a resolution for the dissolution of The Chamber shall be passed by a majority of the members present, and such resolution shall, at a special General Meeting held not less than one month thereafter at which not less than half of the members shall be present, be confirmed by a resolution passed by a majority of three-quarters of the members voting thereon. The Board of Directors shall thereupon or at such future date as shall be specified in such a resolution proceed to realise the property of The Chamber and after the discharge of all liabilities shall donate the same to a local charity as decided by the members passing the resolution of dissolution.
These by laws have been approved by an Extraordinary General Meeting of Members which was held on 9 February 1984, as amended on 30 May 1985, on 27 May 1997, on 3 June 1999, on 8 October 2003, 27 May 2004 and 12 June 2008.