Articles of Association

Interpretation

1. In these Articles:
   “Acts” means the Companies Act 2006 including any statutory modification or re-enactment thereof for the time being in force and any provisions of the Companies Act 1985 which for the time being remain in force and where appropriate individual acts referred to shall be called the Companies Act 1985 and the Companies Act 2006.“Annual General Meeting” means a meeting held pursuant to Article 19.“BCC” means British Chambers of Commerce (registered in England
   and Wales with the number 9635).“Board” means the Board of Directors of the Chamber.“By-law” means any By-law from time to time in force which has been duly made by the Board pursuant to these Articles or any of them.“Chamber” means NAME OF CHAMBER.“Chairman and Founder” means the person who has founded the Chamber and acts as a Charmain of the Chamber and its “Committee”..“Committee” means any committee established under Article 50.“Connected with a Member” means an individual who is a partner director or employee of or consultant to a Member.“Constitution” means the Memorandum and Articles of Association of the Chamber and any By-laws from time to time in force.“Director” means a member of the Board.“Electronic Communication” means the same as in the Electronic Communications Act 2000.“Executive Director” means an executive of the Chamber holding office as a Director and where the context so requires or admits includes the Founder and Chairman.“Honorary Member” means an individual who has been admitted to Honorary Membership pursuant to Article 9.“Majority Resolution” means a resolution of the Board  passed by a majority of two-thirds of the members of the Board present and entitled to vote on the resolution.“Member” means a member for the time being of the Chamber other than an Honorary Member.“Officers” means the President, Vice- President and Immediate Past-President [and Treasurer].“Non-Executive Director” means an individual referred to in Article 46 (e) and where the context so requires or admits includes an Officer.“President” means the President of the Chamber.

Founder Protection Clause

Mr. Artan Hyseni shall be permanently recognized as the Founder and Chairman of the British Ethiopian Chamber of Commerce. The Founder shall not be subject to removal or replacement through any vote, board resolution, general meeting decision, or amendment to these Articles. No director, officer, or member shall have the authority to appoint or designate another person as founder or co-founder. The Founder shall hold final and irrevocable veto authority over all appointments or removals of board members or executives and over any material changes to the Chamber’s strategic vision, legal identity, name, or branding. This clause shall take precedence over any conflicting provision elsewhere in these Articles and shall not be altered without the Founder’s express written consent.

“Seal” means the Common Seal of the Chamber.
“Secretary” means any person appointed from time to time to perform the duties of the Secretary
of the Chamber.
“Section” means a Section referred to in Articles 68 to 70.
“Subscriber” means an individual who has subscribed to the Memorandum of Association and to these Articles.
“Vice-President” means a Vice-President of the Chamber.
“Year” where the context so admits means a calendar year from 1st January to 31st December

Expressions referring to writing shall, unless the contrary intention appears, be construed as including references to printing, lithography, photography, and other methods of representation or reproducing words in visible form and shall include forms of Electronic Communication.

Unless the context otherwise requires, words or expressions contained in these Articles shall bear the same meaning as in the Acts or any statutory modification thereof in force at the date at which these Articles become binding on the Chamber.

Aims And Purposes

The Chamber is an independent non – political entity. The objects (“the principal objects”) for which the Chamber is established are the promotion of bilateral trade, commerce, industry, tourism, manufacturing, shipping, professional and all other business activities, services and relations between the United Kingdom and Ethiopia. The Chamber will be funded by membership subscriptions and corporate sponsorship and these funds will be wholly used to promote and facilitate the aims outlined above and anything incidental to or conducive to any of those objects and in furtherance of the principal objects the Chamber shall have the following express powers:

(a) to promote commerce, industry, trade, services, transport, and education and in that connection to foster advance and protect commercial, industrial, trade and professional enterprises and (without limitation) other activities and business undertakings of all kinds in the locality referred to above and elsewhere in the United Kingdom and Ethiopia:

(b) to seek support from the BCC;

(c) to provide and develop business services to members and others and in particular (but without prejudice to the generality of the foregoing):

(i) to collect analyse or disseminate information (including statistics and other economic and business information) on all subjects of interest to members,

(ii) to act as training agents and to provide educational and industrial courses including higher educational advisory services such as training needs analysis, and management, export and training consultancy,

(iii) to promote organise and participate in international trade,

(iv) to encourage establish and support employment initiatives and initiatives for the start – up of businesses and enterprises,

(v) to undertake such activities as may from time to time be required by the BCC for support purposes.

(d) to represent in the United Kingdom and in the rest of the European Union and elsewhere, and to promote and protect the collective interests views and opinions of the members, and stimulate interest in and promote support or oppose any legislation or policies (whether local, municipal, regional, national or international) affecting the interests of commerce, industry, trade, services, transport and education;

(e) to promote high standards of business and the recognition and use of national and international standards;

(f) to provide a means of securing business involvement, corporately and individually, in the communities, to develop business links with and between enterprises and authorities, to develop and foster working relationships both within and outside the locality that will achieve the greatest prosperity for the locality and its people and to stimulate public awareness of business interest;

(g) to undertake and arrange for the settlement of disputes by arbitration and conciliation and alternative dispute procedures or otherwise.

(h) to enter into any arrangements with any government or authority (supreme, municipal, local, or otherwise) that may seem conducive to the attainment of the Company’s objects or any of them, and to obtain from any such government or authority any charters, decrees, rights, privileges or concessions which the Company may think desirable and to carry out, exercise, and comply with any such charters, decrees, rights, privileges and concessions.

(i) to seek to attain all or any of the principal objects by united action with other Chambers of Commerce and Industry and BCC or other bodies in those cases where it appears that united action may ease the accomplishment of a particular object.

The objects set forth in each sub-Article of this Article shall not be restrictively construed but the widest interpretation shall be given thereto, and they shall not, except where the context expressly so requires, be in any way limited or restricted by reference to or inference from any other object or objects set forth in each sub-Article or from the name of the Company. In furtherance of the principal objects but not otherwise the Chamber shall also have power:

(a) to purchase, take on lease or in exchange, hire or otherwise acquire any real and personal estate which may appear convenient;

(b) construct, maintain and alter any houses, buildings or installations;

(c) to accept any gift of property, whether subject to any special trust or not, for any purpose within the principal objects;

(d) to take such steps by personal or written appeals, public meetings or otherwise as may seem expedient for the purpose of procuring contributions to the funds of the Chamber;

(e) to print and publish and sell any newspapers, periodicals, books, leaflets or computer
programmes electronic data and other works and publications and to produce and market films
and other audio or visual aids;
(f) to sell, lease, mortgage or otherwise deal with all or any part of the property of the Chamber;
(g) to borrow and raise money and secure its repayment in any manner;
(h) to invest the funds of the Chamber in or upon such investments, securities or property as may
be thought fit;
(i) to undertake and execute any trusts or any agency business which may seem conducive to any
of the principal objects;
(j) to establish and support, and to aid in the establishment and support of, any other association
formed to promote all or any of the principal objects;
(k) to amalgamate with any companies, institutions, societies, or associations having objects
wholly or in part similar to those of the Chamber;
(l) to purchase or otherwise acquire and undertake all or any part of the property, assets, liabilities
and engagements of any body with which the Chamber is authorised to amalgamate;
(m) to transfer all or any part of the property, assets, liabilities and engagements of the Chamber
to any body with which the Chamber is authorised to amalgamate;
(n) to do all such other lawful things as are incidental or conducive to the pursuit or to the
attainment of any of the principal objects.
The income of the Chamber, from wherever derived, shall be applied solely in promoting the
above objects, and no distribution shall be made to its members in cash or otherwise
The liability of the members is limited.
Every member of the Chamber undertakes to contribute to its assets, in the event of it being
wound up while he is a member or within one year after he ceases to be a member, for payment
of the debts and liabilities of the Chamber, contracted before he ceased to be a member and of the
costs, charges, and expenses of winding up and for the adjustment of the rights of contributories
among themselves such amount as may be required not exceeding £1.00.
If on the winding up of the Chamber there remains any surplus after the satisfaction of all its
debts and liabilities, the surplus shall not be distributed among the members of the Chamber, but
shall be given or transferred to some other body (whether or not it is a member of the Chamber)
having objects similar to those of the Chamber, or to another body the objects of which are
charitable.

Membership

Membership shall be open to:

(a) individuals who are in business on their own account,
(b) companies, corporations, firms and other organisations engaged or interested in commerce,
industry, trade, services, transport and education,
(c) members of professions who have an interest in commerce, industry, trade, services, transport
and education;
(d) any other individuals, companies, corporations, firms or other organisations whom the Board
may in its absolute discretion admit to membership.
The Board may admit to Honorary Membership of the Chamber for such period as it may
determine:
(a) individuals whom the Board considers are distinguished in statesmanship, diplomacy,
commerce, industry, trade, services, transport and education.
(b) individuals whom the Board considers have rendered special service to the Chamber, or to the
Chamber Network.
An Honorary Member shall receive notice of and shall be entitled to attend all General Meetings
to speak but not vote. An Honorary Member shall not be required to sign any application for
membership or to pay any fees or subscriptions, nor shall he be or be deemed to be a Member
liable to contribute any amount on the winding-up of the Chamber.
All applications for membership shall be made in writing in such form (containing an undertaking
to be bound by the Constitution of the Chamber if elected) as the Board may in its absolute
discretion from time to time prescribe.
The election of Members shall be by Resolution of the Board which (save as hereinafter
mentioned) may refuse any application without giving reasons. The Board will operate fair and
legal procedures for dealing with the approval of applications. Delivery of the application to the
Chamber shall be accompanied by the amount of the entrance fee from time to time determined
by the Board unless the Board determines that this amount may be paid at a later date. The Board
may determine different entrance fees for different categories of Membership.
A Member may terminate membership by giving notice in writing at least three months before the
day when his subscription shall next be due. If no such notice is received the Member shall be
liable for the subscription for the ensuing year which shall be a debt due to and legally
recoverable by the Chamber.
Unless the Board shall suspend the operation of this Article from time to time for a period either
generally or in any specific case or cases a Member shall automatically cease to be a Member:
(a) if being a company an order shall be made, or resolution passed for winding up otherwise than
for the purpose of reconstruction.
(b) if adjudicated bankrupt.
(c) if suspending payment or compounding with creditors.
(d) if being an individual he is or may be suffering from mental disorder and either –
(i) he is admitted to hospital in pursuance of an application for admission for treatment under the
Mental Health Act 1983 or, in Scotland, an application for admission under the Mental Health
(Scotland) Act 1984, or
(ii) an order is made by a court having jurisdiction (whether in the United Kingdom or elsewhere)
in matters concerning mental disorder for his detention or for the appointment of a receiver,
curator bonis or other person to exercise powers with respect to his property or affairs;
(e) if failing to pay the prescribed subscription within three months of the due date.
The Board may at any time by Majority Resolution expel any Member at any time provided that:
(a) not less than twenty-one days’ notice of the proposed resolution and of the matters giving rise
to the proposed resolution have been given to the Member concerned; and
(b) the Member concerned has been given a reasonable opportunity to make representations and
to attend or be represented at the meeting of the Board called to consider the case and to be heard
in defence.
Any Member so expelled shall lose all privileges of membership without prejudice to any claims
that the Chamber may have, but the Board by resolution may re-admit to membership any
Member so expelled at such time and on such terms as it may determine.
The annual subscription to the Chamber shall be at such rates as may from time to time be fixed
by the Board and shall become due and payable in advance on such date or dates as the Board
may from time to time determine. For the purpose of fixing the annual subscriptions the Board
may by By-law or otherwise from time to time divide Members into categories and fix different
rates of subscription for different categories.
The interest and rights of a Member are personal only and not transferable or transmissible on
death or liquidation.
Members shall be entitled to vote at meetings of the Chamber in accordance with the subsequent
provisions of these Articles.
GENERAL MEETINGS OF MEMBERS
The Chamber shall hold a general meeting in every year as its Annual General Meeting at such
time and place as may be determined by the Board and shall specify the Meeting as such in the
notice calling it, provided always that not more than fifteen months shall be allowed to elapse
between two successive Annual General Meetings.
The Board may call general meetings and, on the requisition of Members pursuant to the
provisions of the Acts, shall forthwith proceed to convene general meeting in accordance with the
provisions of the Acts.
General meetings shall be called by at least fourteen clear days’ notice, but a general meeting
may be called by shorter notice if so, agreed by a majority in number of the Members having a
right to attend and vote being a majority together holding not less than ninety per cent of the total
voting rights at the meeting of all the Members. The notice of a meeting shall specify the time
and place of the meeting and in the case of special business the general nature of that business,
and shall be given to all Members, and auditors.
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 at that meeting.
All business shall be deemed special that is transacted at an Annual General Meeting with the
exception of the consideration of the accounts and balance sheet and the reports of the Board and
the auditors, the election of members of the Board and the appointment of and the fixing of the
remuneration of the auditors.
No business shall be transacted at any general meeting unless a quorum is present.
Three persons entitled to vote upon the business being transacted, each being a Member, or a
person connected with a Member or a proxy for a Member or a duly authorised representative of
a corporation, shall be a quorum.
If such a quorum is not present within an hour from the time appointed for the meeting, or if
during a meeting such a quorum ceases to be present, the meeting shall stand adjourned to the
same day in the next week at the same time and place or to such time and place as the Board may
determine, and, if at such adjourned meeting a quorum is not present within an hour from the time
appointed for the meeting, the Members present in person or through a person connected with a
Member or by proxy or by duly authorised representative shall be a quorum.
The President or in his absence the Vice-President or in his absence the Immediate Past-President
or in his absence some other member of the Board nominated by the Board shall preside as chair
of the meeting, but if neither the President nor any such other person be present within fifteen
minutes after the time appointed for holding the meeting and willing to act, the members of the
Board present shall elect one of their number to be chair and if there is only one member of the
Board present and willing to act he shall be chair.
If no member of the Board is willing to act as chair, or if no member of the Board is present
within fifteen minutes of the time appointed for holding the meeting, the Members present in
person or by proxy or duly authorised representative shall choose one of their number to be chair.
The chair may, with the consent of a meeting at which a quorum is present (and shall if so
directed by the meeting), adjourn the meeting from time to time and from place to place, but no
business shall be transacted at an adjourned meeting other than business which might properly
have been transacted at the meeting had the adjournment not taken place. When a meeting is
adjourned for fourteen days or more, at least seven clear days’ notice shall be given specifying
the time and place of the adjourned meeting and the general nature of the business to be
transacted. Otherwise it shall not be necessary to give any such notice.
A resolution put to the vote of a general meeting shall be decided by a show of hands unless
before, or on the declaration of the result of, the show of hands a poll is duly demanded. Subject
to the provisions of the Acts, a poll may be demanded:
(a) by the chair; or
(b) by at least five Members having the right to vote at the meeting;
and a demand by a person as proxy for or duly authorised representative of or a person connected
with a Member shall be the same as a demand by a Member.
Unless a poll is duly demanded a declaration by the chair that a resolution has been carried or
carried unanimously, or by a particular majority, or lost, or not carried by a particular majority
and an entry to that effect in the minutes of the meeting shall be conclusive evidence of the fact
without proof of the number or proportion of the votes recorded in favour of or against the
resolution.
The demand for a poll may, before the poll is taken, be withdrawn but only with the consent of
the chair and a demand so withdrawn shall not be taken to have invalidated the result of a show of
hands declared before the demand was made.
A poll shall be taken as the chair directs and he may appoint scrutineers (who need not be
Members) and fix a time and place for declaring the result of the poll. The result of the poll shall
be deemed to be the resolution of the meeting at which the poll was demanded.
A poll demanded on the election of a chair or on a question of adjournment shall be taken
forthwith. A poll demanded on any other question shall be taken either forthwith or at such time
and place as the chair directs not being more than thirty days after the poll is demanded. The
demand for the poll shall not prevent the continuance of a meeting for the transaction of any
business other than the question on which the poll was demanded. If a poll is demanded before
the declaration of the result of a show of hands and the demand is duly withdrawn, the meeting
shall continue as if the demand had not been made.
No notice need be given of a poll not taken forthwith if the time and place at which it is to be
taken are announced at the meeting at which it is demanded. In any other case at least seven clear
days’ notice shall be given specifying the time and place at which the poll is to be taken.
On a show of hands every Member who (being an individual) is present in person or by proxy or
(being a company, corporation, firm or other organisation) is present by a proxy or a duly
authorised representative or a person connected with a Member, not being himself a Member
entitled to vote, shall have one vote and on a poll every Member shall have one vote.
No Member shall vote at any general meeting, either in person or by proxy or duly authorised
representative, or a person connected with a Member, unless all moneys presently payable by him
to the Chamber in respect of subscriptions have been paid.
No objection shall be raised to the qualification of any voter except at the meeting or adjourned
meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting
shall be valid. Any objection made in due time shall be referred to the chair whose decision shall
be final and conclusive.
38 . On a poll, votes may be given either personally or by a person connected with a Member or
by proxy or duly authorised representative.
Any vote given or poll demanded by a proxy shall be valid notwithstanding the previous
termination of the authority of the person voting or demanding a poll unless notice of the
termination was received by the Secretary before the commencement of the meeting or adjourned
meeting at which the vote is given or the poll demanded or (in the case of a poll taken otherwise
than on the same day as the meeting or adjourned meeting) was received by the Chair, the
Secretary or any Director at the time appointed for taking the poll.
No Member shall have the right to receive notice of or to send a representative to or to vote at any
meeting or exercise any other rights of membership whether conferred by these articles or
otherwise if it is more than three months in arrears with the payment of any of its affiliation.
Members of the Board shall be entitled to attend and speak at any general meeting
notwithstanding that they are not Members of the Chamber or persons connected with a Member
or proxies or duly authorised representative of a Member.
THE BOARD
The Subscribers (all of whom are qualified to be Members or persons connected with Members)
shall be the first Directors of the Chamber and of the Subscribers.
Upon incorporation of the Chamber, the Founder and Chairman shall assume office by virtue of
establishing the organisation. The Board shall not have the authority to appoint or remove the
Founder and Chairman but may appoint additional Board members and Executive Directors as
needed to support the Chamber’s objectives.
No person shall be appointed a Director:
(a) unless he has consented so to act; and
(b) who is not either:
(i) a Member or a person connected with a Member, or
(ii) an executive of the Chamber
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45 The Board shall at all times have power to fill a casual vacancy amongst the Non-Executive
Directors to serve until the Non-Executive Director whose place he would have filled would have
retired. The Board shall at all times have power to appoint Executive Directors.
The Board shall consist of:
(a) the irrevocable Founder and Chairman who acts as a President of the Chamber.
(b) the Vice-President who shall also be elected by the Board from their number.
(c) the Chief Executive who shall be elected by the Board.
(d) up to five individuals (each a Member or a person connected with a Member) who are either
Subscribers or nominated by the Board
(e) up to three executives of the Chamber (not being Members or persons connected with
Members) appointed by the Board. Provided that the total number of Executive Directors shall
always be at least two less than the total number of Non-Executive Directors
Subject to the provisions of the Acts, the Constitution and to any directions given by special
resolution passed by the Members, the business of the Chamber shall be managed by the
Directors who may exercise all the powers of the Chamber. No alteration of the Constitution and
no such direction shall invalidate any prior act of the Directors which would have been valid if
that alteration had not been made or that direction had not been given. The powers given by this
Article shall not be limited by any special power given to the Directors by the Constitution and a
meeting of Directors at which a quorum is present may exercise all powers exercisable by the
Directors. The Board may appoint its own meetings and regulate its own proceedings.
The quorum for the transaction of the business of the Board may be fixed by the Board
and unless so fixed at any other number shall be six provided that of those present a
majority are persons from the categories mentioned in clauses (a) (b) (c) and (e) of
Article 46.
The Directors may, by power of attorney or otherwise, appoint any person to be the agent of the
Chamber for such purposes and on such conditions as they determine, including authority for the
agent to delegate all or any of his powers.
The Directors may delegate any of their powers to any committee consisting of at least one Board
member and such other persons, whether or not Board members, as the Board may think fit. They
may also delegate to any Executive Director such of their powers as they consider desirable to be
exercised by him. Any such delegation may be made subject to any conditions the Directors may
impose, and either collaterally with or to the exclusion of their own powers and may be revoked
or altered. Subject to any such conditions, the proceedings of a
committee with two or more members shall be governed by the Articles regulating the
proceedings of the Directors so far as they are capable of applying.
In the management of the business of the Chamber the Directors shall ensure that the Board are
provided with such facilities (including secretarial assistance) as are reasonably required to enable
the Board to carry out its functions and particularly its functions concerning representational
matters.
Directors may undertake any services for the Chamber that are deemed beneficial to the members
and the Chamber as a whole. The Directors are entitled to remuneration for such services, such
remuneration may take any form. The Directors may be paid all expenses properly incurred in
connection to their services for the benefit of the Chamber and members. Additionally, Directors
may receive renumeration in connection with the discharge of their duties. The remuneration of
Executive Directors shall be determined by the Board and may combine remuneration for
services outside the scope of the ordinary duties of a Director and remuneration for services in
discharge of the duties of a Director.
APPOINTMENT AND RETIREMENT OF DIRECTORS
53 No person shall be appointed or reappointed a director at any general meeting unless
(a) he is recommended by the directors; or
(b) not less than fourteen nor more than thirty-five clear days before the date appointed for the
meeting, notice executed by two members qualified to vote at the meeting has been given to the
Chamber of the intention to propose that person for appointment or reappointment stating the
particulars which would, if he were so appointed or reappointed, be required to be included in the
Chambers register of directors together with notice executed by that person of his willingness to
be appointed or reappointed;
Not less than seven nor more than twenty-eight clear days before the date appointed for holding a
general meeting notice shall be given to all who are entitled to receive notice of the meeting of
any person who is recommended by the Directors for appointment or reappointment as a Director
at the meeting or in respect of whom notice has been duly given to the Chamber of the intention
to propose him at the meeting for appointment or reappointment as a Director. The notice shall
give the particulars of that person which would, if he were so appointed or reappointed, be
required to be included in the Chamber’s register of Directors.
The Chamber members may by ordinary resolution appoint a person who is willing to act to be a
Director either to fill a vacancy or as an additional Director and (subject to Article 56) may also
determine the rotation in which any additional Directors are to retire.
Each Director (unless appointed under Article 57) shall be appointed by the Members at the
Annual General Meeting and shall then hold office for a term of three years and will then be
subject to re-election for a maximum further term of three years. After holding office as a
Director for six years a Director shall retire and shall not then be eligible for re-election for a
further period of three years.
57 The Directors may appoint a person who is willing to act to be a Director, either to fill a
vacancy or as an additional Director, provided that the appointment does not cause the number of
Directors to exceed any number fixed by or in accordance with the articles as the maximum
number of Directors. Such Director shall be subject to re-election at the next Annual General
Meeting of the Chamber.
DISQUALIFICATION AND REMOVAL OF DIRECTORS
The office of a Director shall be vacated if:
(a) he ceases to be a Director by virtue of any provision of the Act or he becomes prohibited by
law from being a Director; or
(b) he becomes bankrupt or makes any arrangement or composition with his creditors generally;
or
(c) he is, or may be, suffering from mental disorder and either;
(i) he is admitted to hospital in pursuance of an application for admission for treatment under the
Mental Health Act 1983, or, in Scotland, an application for admission under the Mental Health
(Scotland) Act 1960, or
(ii) an order is made by a court having jurisdiction (whether in the United Kingdom or elsewhere)
in matters concerning mental disorder for his detention or for the appointment of a receiver,
curator bonis or other person to exercise powers with respect to his property or affairs; or
(d) he resigns his office by notice to the Chamber; or
(e) he shall for more than three consecutive meetings have been absent without permission of the
Directors from meetings of Directors and the Directors resolve that his office be vacant.
OFFICERS
At the first Board meeting following each Annual General Meeting a Vice-President shall be
appointed from amongst the Board members and if more than one individual be nominated a vote
shall be taken to determine the matter in such manner as the Board may decide. Thereafter the
individual so appointed shall in due course succeed year by year to the offices of President and
Immediate Past-President retiring from the latter office at the conclusion of the first Board
Meeting following the second Annual General Meeting after his appointment.
In the case of any vacancy occurring in the office of Vice-President then the vacancy shall be
filled by the Board appointing a Vice-President from amongst the Board Members and if more
than one individual be nominated a vote shall be taken to determine the matter in such manner as
the Board may decide. If the vacancy has occurred by reason of the Vice-President taking over
the office of President, the individual appointed Vice-President shall hold office as Vice-
President for the remainder of the period the person he has succeeded.
Any casual vacancy in the office of Immediate Past-President shall be left unfilled until the Board
meeting following the next Annual General Meeting.
CHIEF EXECUTIVE
The Chief Executive shall be appointed by the Board for such period, at such remuneration and
upon such terms as the Board may think fit, and subject to the terms of any agreement entered
into in any particular case, may revoke such appointment.
The Chief Executive shall not also be Secretary.
In relation to his duties and obligations as a Director of the Chamber, the Chief Executive shall
act as Managing Director and exercise such of the powers of the Board as the Board may from
time to time consider desirable to be exercised by the Chief Executive. Any such delegation may
be made subject to any conditions the Board may impose and either collaterally with or to the
exclusion of their own powers and may be revoked or altered.
In relation to his duties and obligations, the Chief Executive in conjunction with the President and
other Officers shall be responsible for media relations in connection with representational
matters.
SECRETARY
Subject to the provisions of the Acts, the Secretary shall be appointed by the Board for such term,
at such remuneration and upon such conditions as it may think fit; and any Secretary so appointed
by the Board may be removed by the Board. The Secretary shall have no duties in relation to the
functions of the Board in representational matters save to ensure that meetings are duly convened,
minutes are taken and circulated, and proper records are kept. The Secretary shall act as the chief
administrative officer of the Chamber ensuring that the documentation of the Chamber is in order,
that all returns required by the Acts are duly made, and that the Chamber’s own register and
records are properly maintained, and (save in so far as the responsibility falls on some member of
the Chamber executive) practical effect is given to decisions of the Board.
SECTIONS
The Board may, at its discretion, upon the application of Members who desire to associate
themselves together in a Section with a view to representing the special interests of Members in a
particular area on local matters, or of Members in a particular trade or other activity, authorise the
formation of a Section.
The Board of its own volition and without any application may form a Section.
The Board may recognise as a Section an unincorporated association whose objects are within the
powers of the Chamber provided that all its members are Members.
BY-LAWS
The Board shall have power to make, alter or revoke By-laws which are not inconsistent with the
Memorandum of Association and these Articles.
Without prejudice to the generality of the foregoing By-laws may be made, altered or revoked in
connection with:
(a) Membership
(b) Subscriptions
(c) Committees
(d) Proceedings of the Board, and
(e) Sections.
DIRECTOR’S CONFLICTS OF INTEREST
The Board may, in accordance with the requirements set out in these Articles authorise any matter
proposed to them by any Director which would, if not authorised, involve a Director breaching
his duty under Section 175 of the Act to avoid conflicts of interest (“Conflict”).
Any authorisation under these Articles will be effective only if:
(a) the matter in question shall have been proposed by any Director for consideration at a meeting
of Directors in the same way that any other matter may be proposed to the Directors under the
provisions of these Articles or in such other manner as the Directors may determine:
(b) Any requirement as to the quorum of the meeting of Directors at which the matter is
considered is met without counting at present the Director in question; and
(c) The matter was agreed to without his voting or would have been agreed to if his vote had not
been counted.
Any authorisation of a Conflict under these Articles may (whether at the time of giving the
authorisation or subsequently);
(a) extend to any actual or potential conflict of interest which may be reasonably expected to arise
out of the Conflict so authorised;
(b) be subject to such term and for such direction or impose such limits or conditions as the
Directors may determine; and
(c) be terminated or varied by other Directors at any time;
PROVIDED that this will not affect anything done by the Director prior to such termination or
variation in accordance with the terms of the authorisation.
In authorising a Conflict the Directors may decide (whether at the time of giving the authorisation
or subsequently) that if a Director has obtained any information through his involvement with the
Conflict otherwise than as a Director of the Chamber and in respect of which he owes a duty of
confidentiality to another person the Director is under no obligation to:
(a) disclose such information to the Director or to any Director or other officer or employee of the
Chamber; or
(b) use or apply any such information in performing his duties as a Director;
(e) where to do so would amount to a breach of that confidence.
Where the Directors authorise a Conflict they may provide, without limitation (whether at the
time of giving the authorisation or subsequently) that the Director:
(a) is excluded from discussions (whether at meetings of Directors or otherwise) related to the
Conflict;
(b) is not given any documents or other information relating to the Conflict;
(c) may or may not vote (or may or may not be counted in the quorum) at any future meeting of
Directors in relation to any resolution relating to the Conflict.
If the Directors authorise a Conflict:
(a) the Director will be obliged to conduct himself in accordance with the terms imposed by the
Directors in relation to the Conflict;
(b) the Director will not infringe any duty he owes to the Chamber by virtue of sections 171 to
177 of the Act provided he acts in accordance with such terms, limits and conditions (if any) as
the Directors impose in respect of its authorisation.
A Director is not required, by reason of being a Director (or because of the fiduciary relationship
established by reason of being a Director) to account to the Chamber for any remuneration, profit
or other benefit which he (or the Member through which he is qualified to be a Director) derives
from or in connection with the relationship involving a Conflict which has been authorised by the
Directors or by the Chamber in general meeting (subject in each case to any terms, limits or
conditions attaching to that authorisation) and no contract shall be liable to be avoided on such
grounds.
MINUTES
The Board shall cause minutes to be made in books kept for that purpose of all proceedings at
General Meetings of the Chamber, Board, Sections (if any) and Committees, including the names
of Board, Section or committee members present at each such meeting.
All minutes shall be open to inspection by any Director. Minutes of meetings of any Section and
any Committee shall also be open to inspection by Members.
THE SEAL
The Board shall provide for the safe custody of the Seal of the Chamber. If a document (other
than an export related document merely requiring authentication in the ordinary course of routine
business) is executed by the Chamber by the affixing of the Seal that affixing shall be witnessed
by and signed by a Director and the Secretary or by two Directors. The Board may determine who
shall sign any export related document to which the Seal is affixed by way of authentication in
the ordinary course of routine business. The Secretary shall keep a register of all documents
executed by the Chamber whether by affixing of the Seal or otherwise in accordance with the
provisions of Section 44 of the Companies Act 2006. Export related documents to which the Seal
is affixed by way of authentication in the ordinary course of routine business shall be recorded in
a separate part of that register.
ACCOUNTS
The accounting records and any other book or document shall be open to the inspection of any
Director or Secretary. No Member shall (as such) have any right of inspecting any accounting
records or other book or document of the Chamber except as conferred by statute or authorised by
the Board or by any ordinary resolution of the Chamber.
AUDITORS
Auditors may be appointed, and their duties regulated in accordance with the Acts. The Auditors
shall have the right at their discretion to attend any meeting of the Board.
NOTICES
Any notice to be given pursuant to the Articles shall be in writing.
The Chamber may give any notice to a Member, an Honorary Member, or any member of the
Board, or the Auditors either:
(a) by delivering it by hand to the last known address;
(b) by sending it by post or other delivery service in an envelope (with postage or delivery paid)
to the last known address;
(c) by fax to a fax number notified to the Chamber;
(d) by electronic communication to an address notified to the Chamber;
(e) by a website the address of which shall be notified to the Member, Honorary Member, Board
member or Auditor in writing.
If a notice is sent by post or other delivery service proof that an envelope containing the notice
was properly addressed, prepaid and posted shall be conclusive evidence that notice was given. A
notice shall be deemed to be given, if sent by first class post, at the expiration of forty-eight hours
after the envelope containing it was posted.
If a notice is delivered by hand, it is treated as being delivered at the time it is handed to or left
for the member, Honorary Member, Board member or auditors.
If a notice is sent by fax, it is treated as being delivered at the time it was sent.
If a notice is sent by Electronic Communication, it is treated as being delivered at the time it was
sent.
If a notice is sent by a website, it is treated as being delivered when the material was first made
available on the website, or if later, when the recipient received (or is deemed to have received)
notice of the fact that the material was available on the website.
A Member present, either in person or by proxy or by a person connected with a Member, at any
general meeting of the Chamber shall be deemed to have received notice of the meeting and,
where requisite, of the purpose for which it was called.
INDEMNITY
Subject to section 232 of the 1985 Act, but without prejudice to any indemnity to which a
Director may otherwise be entitled, each Director or other officer of the Chamber (other than any
person (whether an officer or not) engaged by the Chamber as auditor) shall be indemnified out of
the Chambers assets against all costs, charges, losses, expenses and liabilities incurred by him in
the execution of his duties, or in relation thereto including any liability incurred by him in
defending any civil or criminal proceedings, in which judgement is given in his favour or in
which he is acquitted or the proceedings are otherwise disposed of without any finding or
admission of any material breach of duty on his part or in connection with any application in
which the court grants him relief from liability for negligence, default, breach of duty or breach of
trust in relation to the Chamber’s affairs.
The Chamber may buy and maintain insurance against any liability falling upon its Director or
other officers which arises out of their respective duties to the Chamber or in relation to its
affairs. The directors may decide to purchase and maintain insurance, at the expense of the
Chamber, for the benefit of any relevant director in respect of any loss. A ’relevant loss’ means
any loss or liability which has been or may be incurred by a relevant director in connection with
his duties or powers in relation to the Company, any associated company or any pension fund or
employees’ share scheme of the company or associated company.
The Chamber shall have the power to purchase and maintain for any such Director or the Secretary
insurance against any such liability, and if the power is exercised, the fact shall be stated in the
Directors’ Report in accordance