RULES OF THE MAURITIUS CHAMBER OF COMMERCE AND INDUSTRY

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ARTICLE I

NAME – INTERPRETATION – REGISTERED OFFICE – DURATION – OBJECTIVES – POWERS – SEAL

1. NAME

The name of the Association is the MAURITIUS CHAMBER OF COMMERCE AND INDUSTRY and is hereinafter referred to as the Association.

2. INTERPRETATION

Unless the context otherwise requires or unless otherwise expressly provided, in these rules and in Regulations made under these rules :-

“MEMBER” means a member of the Association.

“PRESIDENT” AND “VICE-PRESIDENT” mean the President and Vice-President of the Association for the time being.

“SECRETARY-GENERAL”, “DEPUTY SECRETARY-GENERAL” mean the Secretary General and the Deputy Secretary-General of the Association for the time being whose functions and duties are defined in paragraph 9 of Article III of the present Rules.

“THE COUNCIL” means the Managing Council of the Association.

“ACCOUNTING DATE” means the closing date of the accounting period of the Association, i.e. the thirty first day of December of each year.

“ACCOUNTING PERIOD” means the period specified in the present rules for which the statement of receipts and expenditure is to be prepared. Until otherwise determined by the Association in General Meeting, the accounting period shall be from the First January to the Thirty First December of each year.

“WORDS” importing the singular number shall include the plural and vice versa.

“WORDS” importing the masculine shall include the feminine unless otherwise required by the context.

3. REGISTERED OFFICE

The registered office of the Association shall be situated at Port-Louis, 3, ROYAL STREET but may be transferred to such other place as the Council may from time to time decide. Any change of address shall be notified to the Registrar of Associations within one week thereof.

4. DURATION

The duration of the Association shall be unlimited.

5. SEAL

The Association shall have a “COMMON SEAL” bearing its name.

6. OBJECTIVES

The objectives of the Association are :-

(a) The promotion, and protection of trade, commerce, industry, transport, insurance, banking, tourism and other services in Mauritius.

(b) The promotion, support or making of representations in relation to legislative or other measures affecting the aforesaid interests.

(c) The collection, classification and dissemination of statistical and other information of relevance and interest to all sectors of activities of the Mauritian economy.

(d) The sponsorship of, and assistance in the organisation of fairs and missions which may foster the economic development of the country.

(e) The issuing of certificates in respect of goods which are produced, processed, manufactured in or exported from Mauritius.

(f) The acquisition of movable and immovable property by purchase, donation, legacy or otherwise.

(g) The selling, leasing, exchanging and mortgaging of such property.

(h) The carrying out of surveys.

(i) The organising and running of training courses and seminars.

(j) The provision for arbitration in respect of disputes arising in the course of commerce, industry, tourism, transport or other business matters, and the securing of the services of expert technical and other persons to that end, if necessary or desirable.

(k) The doing of all that may be necessary or conducive to the development of industry, commerce, transport, insurance, ban king, tourism, trade and services or incidental to the realisation or attainment of the above objects.

7. The Chamber may form part of any local or foreign federation or association pursuing similar or related objectives.

8. POWERS

Subject to the provisions of the Registration of Associations Act No. 35 of 1978 and/or any Regulations made under that Act or any other Act which may hereafter be enacted, the Association shall have the same powers and rights as a natural person and may carry on all such activities as may appear to the Council to be requisite, advantageous, convenient, or conducive to the attainment of its objectives.

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ARTICLE II

MEMBERSHIP – SUBSCRIPTIONS

1. MEMBERSHIP

1.1 Membership is open to any person who is of age and is also open to companies, corporate bodies, partnerships (Sociétés) and associations, provided, in the case of associations, that at least eighty per cent of their Members are already Members of the Chamber.

1.2 The Council may, however, in special circumstances, but at its own discretion, decide, at a majority of at least three quarters of its Members present, to accept as member of the Chamber any Association having a lesser percentage of Members who are Members of the Chamber.

1.3 Members may, according to the nature of their business, be divided into such groups as may from time to time be decided by the Council.

2. SUBSCRIPTIONS

2.1 The Council shall fix and may, from time to time, but at a majority of at least three quarters of its Members, vary the amount of the annual subscription and for this purpose may divide Members into categories and fix different rates of subscription for different categories and even inside any category.

2.2 A Member’s subscription for a year shall date form the first January preceding his admission to the Association and the Annual Subscription shall be due and payable within a month of his admission Any Member joining after first July shall be liable to only half the annual subscription. Thereafter, a Member’s annual subscription for each calendar year shall be due as from first January of each year and shall be payable within two calendar months.

2.3 A Member must give to the Secretary-General of the Association notice of his intention to retire at least one calendar month before the expiration of the subscription year, otherwise he shall be liable for his subscription for the ensuing year.

2.4 A Member who fails, within thirty days of demand in writing by the Secretary-General to pay subscriptions which are in arrear, shall lose his right to vote and shall cease to benefit from the services offered by the Association. The arrears shall still be a debt to and recoverable by the Association. Save as above provided, no fine shall be imposed on any Member of the Association.

3. MODE OF APPLICATION TO BECOME A MEMBER

Every application for membership shall be made in writing to the Secretary-General and sponsored by two Members. Every such application shall be laid on the table of the Council by the Secretary General, after thorough investigation, at the next ensuing meeting. The Council may accept or reject any application without giving any reason therefor and may also decide to attach to the acceptance of any candidature such special conditions it may think fit.

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ARTICLE III

MANAGEMENT – CONSTITUTION OF THE COUNCIL – MODE OF ELECTION AND NOMINATION OF THE MEMBERS OF THE COUNCIL – POWERS OF THE COUNCIL – APPOINTMENT OF OFFICE BEARERS – PROCEEDINGS AT COUNCIL MEETINGS – REGISTER OF MEMBERS – BOOKS AND ACCOUNTS – ACCOUNTING YEAR – DISCIPLINE

1. COUNCIL

1.1 The Management of the affairs and business of the Association shall be vested in and deputed to a Council which shall consist of a minimum of FIFTEEN and a maximum of SEVENTEEN members.

1.2 Members of the Council shall be nominated, elected or coopted.

1.3 A maximum of three Members may be nominated, revoked and replaced, one each, by following member-associations so long as such associations are Members of the Chamber :-

THE MAURITIUS CHAMBER OF MERCHANTS
THE CHINESE CHAMBER OF COMMERCE
THE INDIAN TRADERS’ ASSOCIATION

1.4 The Secretary of each of the above-named associations shall, within three months after the present Rules have been adopted, forward a copy of its Rules to the Secretary-General of the Chamber. Further- more, he shall each year, not later than the last day of February forward the following information to the Secretary-General in writing:

• the name of the person nominated by the member-association to represent the latter on the Council

• the names of the office bearers of the member-association and the date of their appointment

• the name of the Members of the member-association as at the date of its last Annual General Meeting

• documentary evidence to the effect that the member-association is duly registered with the Registrar of Associations

• any change that may have been brought to its Rules. Any member-association not complying with the above shall not be entitled to representation on the Council.

1.5 Any of the said associations may at any time revoke and/or replace any person nominated by it giving advice of such revocation and/or replacement to the Secretary-General of the Chamber in writing.

1.6 Any seat reserved for nominated Members and which is vacant for any reason whatsoever, and which has not been filled in by the member-association which is entitled to do so within THIRTY days after such vacancy occurs, may be filled in by the Council through nomination of a coopted member.

1.7 6 A maximum of TWELVE Members shall be elected by the Annual General Meeting of the Association.

1.8 The Council, at its own discretion, may in each year coopt a maximum of two Members to sit on the Council. It may also, in case of vacancy, coopt Members to fill in such vacancies.

2. MODE OF ELECTION OF THE MEMBERS OF THE COUNCIL BY GENERAL MEETINGS

2.1 The Membership of the Association being divided for the time being into seven main groups i.e. “Commerce”, “Industry”, “Banking”, “Insurance”, “Tourism”, “Transportation & Related Services”, “Other Services”, candidates for the seats reserved for elected Members have to be chosen as follows:-

THREE from the Commerce Group
FOUR from the Industry Group
And ONE from each other Group

2.2 If there are not sufficient candidates or if there is no candidate to be elected for any seats reserved for any group, then the vacant seats may in any year be filled in by the Council through nomination of coopted Members.

2.3 The elected Members shall hold office for three years from the date of election up to the conclusion of the Annual General Meeting of the year at which they shall retire.

2.4 The coopted Members shall hold office from the date of nomination up to the conclusion of the next General Meeting convened for the purpose of electing Council Members.

2.5 All the Members of the Council are eligible for re-election or re-nomination.

2.6 If in any year a member has been coopted by the Council to fill in any seat scheduled to be occupied by a member to be elected at an Annual General Meeting and that the latter, in any succeeding elections, decides to elect one of its number to occupy this seat, the then elected member shall be considered, for the purpose of rotation, to have been elected at the time the Council has coopted a member to occupy such seat, provided such nomination by the Council has not been made during three consecutive years.

2.7 The functions of the Members of the Council shall be honorary.

3. ROTATION OF ELECTED MEMBERS

3.1 Some of the elected Members of the Council shall retire by rotation every year.

3.2 The rotation shall take place as follows :-

1) At the conclusion of the First Year one Member of each of the “Industry” and “Commerce” Groups and the Members representing each of the “Banking” and “Transportation & Related Services” Groups shall retire.

2) At the conclusion of the second year a second Member of each of the “Industry” and “Commerce” Groups and the Members representing each of the “Insurance” and “Tourism” Groups shall retire.

And 3) At the conclusion of the third year the last elected Members of each of the
“Industry” and “Commerce” Groups and the member representing the “Other
Services” group shall retire.

3.3 By derogation to the above stipulations and to assure the proper rotation of the elected Members in the future, the Council shall be constituted as per Annexure One as from the date the present statutes are approved and registered with the Registrar of Associations up to the Annual General Meeting to be held in the year one thousand nine hundred and eighty-seven when the first rotation shall take place.

3.4 TRANSITIONAL PROVISIONS

3.4.1 As soon as possible after the adoption of the present Rules, the Secretary- General shall in writing request all Members, to classify themselves into the groups mentioned in paragraph 2.1 of Article III.

3.4.2 In order to ensure the proper rotation of the elected Members, the Council shall, as soon as possible, but before February 1, 1987, establish by concensus, the names of the Members representing the “Commerce” and “Industry” Groups who shall retire in 1987, 1988 and 1989.

3.4.3 If no concensus is reached, the matter shall be resolved by the drawing of lots.

4. POWERS OF THE COUNCIL

The Council may exercise all such powers and do all such acts and things as the Association is, by Article 1 of these Rules or otherwise, authorised to exercise and do, and that are not directed or required hereby or by the Registration of Associations Act No. 35 of 1978 and/ or any Regulations made thereunder, to be exercised or done by the Association in General Meeting or by Special Resolution at General Meetings.

5. APPOINTMENT OF OFFICE BEARERS

5.1 The Council shall, as soon as practicable after each Annual General Meeting, hold a meeting of its Members, at which a President and a Vice-President of the Association shall, either by ballot or by show of hands, be appointed from among their number for a period of one year. At the beginning of such a meeting, Members of the Council present shall elect from among their number, a Chairman of the meeting who, for the purpose of the above election, shall have an original and also, in case of equality of votes, a casting vote.

5.2 The Council shall have power to employ and dismiss :
(i) a Secretary-General, who shall be the Chief Executive Officer of the Association, and
(ii) a Deputy Secretary-General. It may also engage professional assistance and pay to all persons so employed such remuneration as it may deem fit.

5.3 The Council may delegate its above powers to a sub-committee of the Council constituted at least of four Members including the President or the Vice-President.

6. MEETINGS OF THE COUNCIL

6.1 The Council shall meet at least once every two months at such place and time as it shall decide.

6.2 The Council shall also be convened at any time by the Secretary- General or Deputy Secretary-General on instructions from the President, or, in his absence, from the Vice-President or in the absence of both the President and the Vice-President, from three Members of the Council. The agenda shall specify the purpose for which the meeting is to be convened.

6.3 The Secretary-General shall convene a meeting of the Council upon receipt of a written request to that effect, from at least three Members of the Council and the meeting shall be held within fifteen days of such request. Should the Secretary-General or Deputy Secretary- General fail to convene the meeting on the expiry of the fifteen days mentioned above, the requisitionists may themselves convene the meeting.

6.4 The quorum for any meeting of the Council is one third plus one of the total number of Members.

6.5 If within half an hour from the time appointed for the commencement of the meeting a quorum is not present, the meeting, if convened upon the requisition of Members, shall be dissolved. In any other case, it shall stand adjourned to the same day in the next week, at the same time and place, provided such day is a working day. Otherwise it shall be held on the next following working day or to such other day and at such other time and place as the Members of the Council may determine. If at the adjourned meeting a quorum is not present within half and hour from the time appointed for the commencement of the meeting, the Members present shall constitute a quorum, whatever their number.

6.6 The President, or, in his absence, the Vice-President shall preside at all Meetings of the Council. In the absence of both the President and the Vice-President, the Members shall choose among themselves a President for the meeting and that President shall exercise all the powers and rights of the President of that meeting. All decisions of the Council shall, save as otherwise specifically provided, be taken by a simple majority of votes of the Members present. Each member shall have one vote. The President or member presiding the meeting shall, if the votes are equally divided have a second or casting vote. The ruling of the President on all questions of procedure shall be accepted as final.

7. SUB AND SPECIAL COMMITTEES

7.1 The Council may appoint such sub-Committees as it may deem necessary. It may appoint on such Committees any representatives or delegates of Members, with full power to act and vote on such Committees. It may also appoint on such Committees any person or persons, whether Members of the Association or not, whom it may think desirable, with full power to speak and vote. No person, whether a Member of the Association or not, shall be appointed simultaneously in more than two such Committees.

7.2 Any number of Members who may desire to associate themselves in a Special Committee, with the view to representing more effectually the interests of any particular sector of economic activity may address a request to that effect to the Council and the latter may thereupon authorise the formation of such Special Committees.

7.3 Members of the Council representing particular sectors shall be entitled to sit as ex officio Members on any Special Committees concerning their sector.

7.4 The Council may, by resolution passed by a two-thirds majority of its Members present and voting, dissolve or (in such manner as the Council may think fit) reconstitute any Special Committee.

7.5 The Chairman or any Member deputed by any Special Committee shall be entitled to bring any matter relating to his sector or activity to the special attention of the Council.

7.6 No resolution of any Special Committee likely to affect or to diverge from the general policy of the Association shall be binding upon the latter until and unless confirmed by the Council.

7.7 The Special Committee shall meet at such place and at such intervals as the Chairman of such Special Committee shall determine except in case of urgency, when not less that five days notice of such meetings shall be given by the Secretary-General who shall convene then upon request of the Chairman of such Special Committees.

7.8 The constitution and proceedings of Special Committees shall be regulated by rules to be embodied in bye-laws.

8. THE PRESIDENT

The President shall –

a) preside over all Council Meetings and all General Meetings of Members and be responsible for the conduct of business at such meetings;

b) put any motion from Members to the vote and declare the result;

c) submit to the Annual General Meetings, through the Council, a report on the work of the Association during the preceding Accounting period, accompanied by the accounts duly audited in the manner and form laid down in Sections 20, 21 and 22 of the Registration of Associations Act No. 35 of 1978;

d) in consultation with the Secretary-General, superintend the general administration of the affairs of the Association and endeavour to secure full compliance with the Association’s Rules, with the provisions of the Registration of Associations Act No. 35 of 1978 and the Regulations made thereunder.

9. THE SECRETARY-GENERAL

The Secretary-General shall –

a) with the approval of the President, convene the Members of the Association to any General or Extraordinary or Special General Meetings by ordinary or registered mail (as may be decided by the Council), posted so as to reach the Members at least FOURTEEN DAYS before the meetings, except in case of urgency (of which the President shall be the sole judge) where the delay of convocation may be shortened to five days. In case of Annual General Meetings or in case a Special Resolution is to be proposed, the Secretary-General shall also convene the Members of the Association by a notice published in a daily newspaper approved by the Registrar not less than fourteen days before the date of the Meeting;

b) convene the Members of the Council of the Association as indicated in paragraphs 6.2 and 6.3 of the present Article III by means of letters posted at least five days before the meeting. In case of urgency (of which the President shall be the sole judge) the Council Meeting may be called at shorter notice;

c) conduct the business and affairs of the Association in accordance with these Rules and the provisions of the Registration of Associations Act No. 35 of 1978 and any Regulations made under this Act;

d) carry out the instructions of the Council;

e) attend all Meetings of the Council, Committees and General Meetings and record the Minutes of proceedings thereof;

f) attend to the correspondence of the Association;

g) keep an inventory of all the assets and properties of the Association;

h) keep in his custody all the books, accounts and vouchers of the Association. The Secretary-General shall also keep in his custody all the records and unused receipt books, the registers, deeds and other documents relating to the Association and the minute books of the Council and of the Committees, and of General Meetings;

i) forward to each member of the Association a copy of the annual accounts and the Auditor’s report thereon;.

j) collaborate with the President in the preparation of the Annual Report of the work of the Association for the preceding accounting year, for submission to the Annual General Meeting;

k) keep an up-to-date Register of Members and communicate such Register to any interested party on request;

l) comply in all respects with the requirements of the Registration of Associations Act No. 35 of 1978 and of the Regulations made thereunder;

m) allow any member, whose subscription is not in arrear, to inspect all books of the Association in his custody and possession;

n) represent the Association within Mauritius and overseas and use his best endeavours to further the influence and standing of the Association;

o) implement the annual work programme of the Association;

p) recruit and dismiss, in consultation with the President, and, in the latter’s absence, with the Vice-President, the Staff Members of the Chamber.

9.1 In the absence of the Secretary-General, his duties shall be discharged by the Deputy Secretary-General.

9.2 In the absence of the Secretary-General and the Deputy Secretary-General at any meeting of the Council or of any Committee or General Meeting, any member may be appointed by the Council or the Committee or by the General Meeting, as the case may be, to act as Secretary of that Meeting.

9.3 The Minutes of Proceedings of all Meetings of the Council, and of all General Meetings of Members shall be signed by the President, or, in his absence by the Vice-President, and by the Secretary-General or Deputy Secretary-General or any other person appointed to act as such. In the case of Committees, they shall be signed by their respective Chairman and by the person appointed to act as Secretary of the Committee.

9.4 The Minutes of Proceedings of Meetings of the Council, or of every Committee, and of General Meetings shall be confirmed at the next subsequent meeting.

9.5 A copy or extract of such Minutes duly signed by the President, or the Vice-President, and by the Secretary-General, or the Deputy Secretary-General shall be received as conclusive evidence of all the matters therein contained.

10. THE AUDITOR

10.1 No person other than a qualified accountant or a firm of qualified accountants shall be appointed Auditor of the Association.

10.2 The Auditor shall be appointed at the Annual General Meeting of the Association and his remuneration or charges shall be fixed by the Annual General Meeting.

11. SECURITY

The President, the Vice-President, the Secretary-General and the Deputy Secretary-General shall, before taking up their duties, each furnish two sureties in the sum of ONE THOUSAND RUPEES approved by the Registrar of Associations. Each surety shall be bound with his principal, jointly and in solido, for the due fulfilment by his principal, of his duties under the present Rules and as prescribed by the Registration of Associations Act No. 35 of 1978 and the Regulations made thereunder. A similar security may be required by the Council from any officer of the Association.

12. REMOVAL OF MEMBERS OF COUNCIL

12.1 The Council may remove from office or suspend any of its Members, for such period as it may think fit and proper if such member –

a) has been absent from three consecutive meetings without special leave from the Council;

b) has become insolvent or has assigned his estate for the benefit of his creditors, or has made an arrangement with his creditors;

c) has been guilty of such misconduct or default or breach of trust in the discharge of his duties as a member of the Council or otherwise as, in the opinion of the Council, renders him unfit to be, or continue to be, a member of the Council;

d) has been convicted of an offence of such a nature as, in the opinion of the Council, renders it desirable that he should be removed from office;

e) is suffering from such mental or physical infirmity as, in the opinion of the Council, renders him unfit to discharge his duties as a member of the Council.

12.2 Any Member of the Council who has been revoked or suspended under the preceding sub-paragraphs, who is aggrieved by, or dissatisfied with, a decision of the Council may, within eight days of the notification to him of such decision appeal either to an Appeal Board consisting of Five Members elected every three years (any three of them constituting a quorum) at the Annual General Meeting of the Association and chosen from amongst past Presidents or from past Council Members of the Association or to the General meeting of the Members of the Association against such decision and to have it quashed, reversed, set aside, amended or otherwise dealt with as the Appeal Board of the General Meeting, as the case may be, shall deem just and proper.

12.3 Provided that if the member or the Council is aggrieved or dissatisfied with a decision of the Appeal Board, either of them shall always have the right to appeal to the General Meeting of the Members of the Association and the decision of the General Meeting shall, in all cases, be final and without further appeal.

12.4 The Notice of Appeal of the dissatisfied member or of the Council shall be addressed by registered post, with advice of delivery to the Secretary-General at the registered Office of the Association.

12.5 The Council may, at any time, appoint any member of the Chamber to fill a casual vacancy occurring amongst its Members.

12.6 Any Member so appointed shall hold office only until the following Annual General Meeting.

12.7 If the vacancy has occurred amongst the elected Members, the Annual General Meeting may, at the meeting convened to replace Members retiring by rotation, elect one member to fill the seat previously occupied by a member elected by it, provided that such newly elected member shall retire by rotation as if he had been elected originally to occupy this particular seat.

13. REMOVAL OF MEMBERS OF THE ASSOCIATION

13.1 The Council may remove any member of the Association if –

a) his conduct, in the opinion of not less than two thirds of the Members of the Council present and voting at the meeting, has been found prejudicial to the interests of the Association;

b) he has failed to pay his yearly subscription within twelve months after it has become due.

13.2 The Secretary-General shall, not less than fourteen days before the meeting of the Council at which a decision is to be taken regarding a member’s conduct or failure by him to pay his subscription as above, give notice thereof to the member by registered post at his last known address and informing him that he may, either personally or in writing, submit any explanation regarding the matter complained of.

13.3 A member dissatisfied with the decision of the Council to erase his name from the Register of Members shall, within one month of his having been notified of the Council’s decision, have the right to appeal to the Appeal Board or to a General Meeting against such decision to have it quashed, reversed, set aside, amended or otherwise dealt with as the Appeal Board of the General Meeting, as the case may be, shall deem just and proper.

13.4 Provided that if the member of the Council is aggrieved or dissatisfied with a decision of the Appeal Board, they shall always have the right to appeal to the General Meeting of the Members of the Association and the decision of the General Meeting shall in all cases be final and without further appeal.

13.5 The notice of appeal of the dissatisfied party shall be made in writing and addressed by registered post with advice of delivery to the Secretary-General at the registered office of the Association.

14. ACCOUNTING PERIOD OR FINANCIAL YEAR

14.1 The Accounting period of the Association shall, until otherwise changed or altered by an Annual General Meeting, end on the thirty first December of each year. The Secretary-General shall cause to be prepared a statement of the receipts and expenditure, together with a duly audited balance sheet showing the financial situation of the Association and all the other matters set out in paragraph 8(c) of this Article III for submission to the Council not later that the twenty eighth February immediately following each Accounting Date.

14.2 Such report and accounts shall be laid before the Annual General Meeting of the Association not later than three months after each Accounting Date.

15. COLLECTION AND APPLICATION OF FUNDS

15.1 It shall be lawful for the Association acting as aforesaid, to raise, collect and receive by all legal and authorised ways and means, monies, funds, subscriptions, to receive and accept donations, legacies and to hold by way of purchase, donation or legacy, property, real and personal, of any kind or nature whatsoever for the benefit of the Association.

15.2 The income and property of the Association howsoever derived, accrued and received shall be applied solely for the promotion of the objectives of the Association and no portions thereof shall be distributed or transferred by way of dividend or bonus to Members of the Association.

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ARTICLE IV

GENERAL MEETINGS OF MEMBERS – PROCEEDINGS AT SUCH GENERAL MEETINGS

1. GENERAL MEETINGS

1.1 An Annual General Meeting of the Association shall be held every year not later than three months after the end of its accounting period.

1.2 Special General Meetings of the Association shall be held when required by the Council or when requisitioned by not less than one tenth of the Members of the Association whose subscriptions have been paid at the date of the requisition.

1.3 Such Annual General Meeting and such Special General Meeting shall be held on such date and at such time as the Council shall decide. In case a Special General Meeting is requisitioned to be held by one tenth of the Members of the Association, such requisition shall be forwarded by registered post with advice of delivery to the Secretary-General and if the Secretary-General has failed to call such meeting within twenty one days from the delivery of such request, the Special General Meeting may then be called by the requisitionists themselves and shall be held at such place, on such date and at such time as shall be indicated in the notice convening such meeting.

1.4 The agenda of an Annual General Meeting shall specify the matters set out in Section 28 (2) of the Registration of Association Act No. 35 of 1978 i.e. that –

(i) the meeting is convened as an Annual General Meeting; and
(ii) the matters to be considered will include :

I the statement of Accounts of the Association prepared in conformity with the provisions of Section 20 (2) of the Registration of Associations Act No. 35 of 1978; and

II when appropriate, the election of Members of the Council and of the Appeal Board and the appointment of an Auditor;

III Any motion presented by a Member may be discussed at a General Meeting. The text of this motion shall be addressed, by registered post with advice of delivery, to the Secretary-General at least 21 days before the date fixed for the Annual General Meeting. Every member who wishes to be a candidate to any particular seat on the Council shall likewise give notice of his candidature in the manner above prescribed.

1.5 The agenda of a Special General Meeting shall specify the matters to be debated at that Meeting.

2. PROCEEDINGS AT SUCH GENERAL MEETINGS

2.1 The business of the Annual General Meetings shall be the consideration and adoption of the Annual Report of the Council, of the Statement of Accounts including a Statement of all Receipts and Expenditure of the Association in respect of the Accounting Period and of the assets and liabilities of the Association existing on the Accounting Date, in conformity with the provisions of Section 20, 21and 22 of the Registration of Associations Act No. 35 of 1978 and of the Regulations made thereunder. The Statement of Receipts and Expenditure shall be as near as may be to the form set out in the Fourth Schedule of the Registration of Associations Regulations No. 50 of 1979. The Annual General Meetings shall also consider the Auditor’s Report and appoint a duly qualified Auditor for the next financial year and shall fix his remuneration. The Annual General Meetings shall also :

1) elect such Members of the Council to the posts that have to be filled in and for such term as may be required;

2) elect the Members of the Appeal Board and shall;

3) transact such other business as pertains to Annual General Meetings.

2.2 The President or any member of the Council or ten per cent of the number of Members entitled to vote may submit at any such Annual General Meetings a resolution which may legally be proposed and debated at the said Meetings, provided that the text of the proposed resolution be handed over in writing to the Secretary-General three clear days before the meeting.

2.3 All other matters or business related to the Association shall be considered and dealt with at Extraordinary or Special General Meetings. The President or at least ten per cent of the number of Members of the Association who are entitled to vote may submit a resolution on any special matter connected with the Association to be debated and voted on at an Extraordinary or Special Meeting provided that notice of the proposed resolution be given in writing, signed by the President or by all the proposers – as the case may be – to the Secretary-General and the latter shall thereupon call the Extraordinary or Special Meeting as set out in paragraph 9 (a) of ARTICLE III.

2.4 All questions to be decided at General Meetings shall be decided by a simple majority of Members voting in person or by proxy. The President or the Vice-President or the Member presiding the meeting shall, if the votes are equally divided have a second or casting vote.

2.5 The instrument appointing a proxy shall be in writing under the hand of the principal or of his attorney, duly authorised in writing, or if the principal is a Corporation or a body corporate, by the person or persons duly authorised to sign on its behalf. A proxy shall be a member or a nominee of a member of the Association.

2.6 The notice convening a General Meeting of the Association shall state that a Member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and voter in his stead and that a proxy need be a member or a nominee of a member of the Association and further, that a proxy cannot represent more Members than the number prescribed by law.

2.7 The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed and executed or a notorially certified copy of that power of attorney or authority shall be deposited with the Secretary-General or Deputy Secretary-General at least twenty four hours before the time of holding of the meeting or adjourned meeting at which the person named in the instrument proposes to vote.

2.8 An instrument appointing a proxy shall be in the following form or a form as near thereto as circumstances admit:

THE MAURITIUS CHAMBER OF COMMERCE AND INDUSTRY
(address)

“I/We ……………………………………….…. of………………………………... “being a Member of the Mauritius Chamber of Commerce and Industry hereby appoint .……………………………………………………..., “of ……………………………………… as my agent and proxy to vote for me “and on my behalf at the ………………………………………………………… “(Annual or Extraordinary, as the case may be) General Meeting of the Association to be held on the…..………………………………………….. “day of……………………………or at any adjourned meeting thereof.

Date:.……………… Signature/s:…………..……………………….……

2.9 A declaration of the President of the meeting that a resolution has been carried or lost shall be conclusive evidence thereof. A majority of the Members present or represented by their proxies may however
require that a secret ballot be taken and in such a case the result of the secret ballot shall be conclusive unless it is proved that there has been an irregularity in the taking or result of the ballot. The ruling of the President on all questions of procedure shall be taken as final.

2.10 The quorum at General Meetings shall be not less than ONE THIRD of the Members having the right to vote either present or represented.

2.11 If within half an hour from the time appointed for the commencement of the meeting a quorum is not present, the meeting if convened upon the requisition of Members shall be dissolved. In any other case, it shall stand adjourned to the same day in the next week
at the same time provided such day is a working day; otherwise to the next following working day or to such other day and at such other time and place as the Members of the Council may determine. If at the adjourned meeting a quorum is not present within half an hour from the time appointed for the commencement of the meeting, the Members present shall constitute a quorum, whatever their number.

2.12 No member shall have the right to vote unless at the time of the vote his subscriptions have been paid to date.

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ARTICLE V

1. EXECUTION OF DOCUMENTS AND SIGNING OF CHEQUES

1.1 All deeds, instruments, contracts and other documents shall be deemed to be duly executed by or on behalf of the Association if signed by the President or the Vice-President and by the Secretary General or Deputy Secretary-General and the Association shall be bound by these two signatures.

1.2 Cheques drawn on any bank or banking account, and all negotiable and transferable instruments, postal orders and Government payable orders drawn or endorsed in the name of the Association shall be signed or endorsed by the President or the Vice-President and by the Secretary-General or Deputy Secretary-General and the Association shall be bound by these two signatures.

1.3 All banking accounts, fixed deposits and savings accounts opened or established in the name of the Association, shall be operated by the Council and all cheques drawn on these accounts or withdrawals from any of these accounts or deposits shall be signed by the President or the Vice-President and by the Secretary-General or Deputy Secretary-General and the Association shall be bound by these two signatures. All payments or deposits made into any one of these accounts may be made by the Secretary-General or the Deputy Secretary-General.

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ARTICLE VI

1. LEGAL ACTIONS AND PROCEEDINGS

1.1 The Association shall act, sue and be sued, implead or be impleaded under its corporate name, represented by its Secretary-General.

1.2 Service of process on the Secretary-General in respect of any notices, actions, pleadings and proceedings either judicial or extra judicial shall be good and valid service on the Association.

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ARTICLE VII

INSPECTION OF BOOKS AND ACCOUNTS

Any Member, whose subscription is not overdue, may apply to the Secretary-General for leave to inspect the Books and/or Accounts of the Association in his custody and possession and the Secretary-General shall comply with such request.

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ARTICLE VIII

DISSOLUTION AND AMALGAMATION

The Association may be dissolved, wound up or amalgamated in the form and manner prescribed by sections 16 and 17 of the Registration of Association Act No. 35 of 1978 and/or any Regulations made thereunder.

The above Rules have been adopted at a Special General Meeting held on May 14, 1986.

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ANNEXURE ONE

(Reference Page 8, paragraph 3.3)

1. NOMINATED MEMBERS

Mr. AHMED ABDULLA AHMED, C.B.E. who shall be deemed to have been nominated by the MAURITIUS CHAMBER OF MERCHANTS.

Mr. ROBERT CHUNG TUNG who shall be deemed to have been nominated by the CHINESE CHAMBER OF COMMERCE.

And Mr. MOHAMEDALLY FAZAL who shall be deemed to have been nominated by THE INDIAN TRADERS’ ASSOCIATION.

2. ELECTED MEMBERS: The persons designated by the firms hereunder set out:

f) COMMERCE GROUP
HAREL MALLAC & CO. LTD.
PONCINI & FILS LTD.
ROGERS & CO. LTD.

g) INDUSTRY GROUP
FESTIVAL LTD.
FOOD & ALLIED INDUSTRIES LTD.
MAURITIUS PHARMACEUTICAL MANUFACTURING CO. LTD.
L & H VIGIER DE LATOUR LTD.

A. INSURANCE GROUP
RAINBOW INSURANCE CO. LTD.

h) BANKING GROUP
BARCLAYS BANK PLC.

B. OTHER SERVICES GROUP
TAYLOR & SMITH LTD.

i) TRANSPORTATION AND RELATED SERVICES GROUP
ADAM & CO. LTD.

C. TOURISM GROUP
MAURITIUS TRAVEL AND TOURIST BUREAU LTD.