Constitution of AmCham Indonesia
ARTICLE ISection 1: Name
The Organization shall be known as AmCham Indonesia.
Section 2: Domicile
The legal domicile of AmCham Indonesia shall be in Jakarta, Indonesia.
Section 3: Address
The registered address of AmCham Indonesia shall be such address in DKI Jakarta as the Board of Governors may from time to time decide.
Section 4: Operating Year
The normal operating year will commence each January 1 and end on the following December 31.
ARTICLE II
Objectives
The objectives for which AmCham Indonesia is established are as follows:
(a) To promote and develop commerce, business, social and cultural relations between Indonesia and the United States of America.
(b) To represent, express and give effect to the opinions of member business people in Indonesia regarding trade, commerce, finance, industry and other
subjects bearing on their business activities to the Governments of the United States and Indonesia.
(c) To supplement information gathered by other organizations useful to business operations, AmCham Indonesia will collect, evaluate and disseminate among its members information concerning commerce or other topics of interest to them.
(d) To provide a channel of communication within the business community, and between AmCham Indonesia and the US Government representatives in Indonesia.
(e) To associate and cooperate with other American Chambers of Commerce in the Pacific area and with Indonesian organizations sharing mutual interests.
(f) To support measures calculated to be of mutual benefit to the interests of US companies and citizens and Indonesia’s interests.
(g) To do any and all other things incidental or related to the attainment of the above objectives.
(h) AmCham Indonesia will have no religious or profit making aims.
ARTICLE III
Section 1: Membership
(a) There shall be two classes of membership in AmCham Indonesia namely:
(1) Voting Members; and,
(2) Non-Voting Members.
(b) Membership dues of these classifications will be determined by the Board of Governors.
Section 2: Definitions of Membership Classifications are as follows:
(a) Voting Members are:
(1) Company Representative (COR) This category is open only to firms or corporations in which American interests or American nationals have majority interest or management control, having established a place of business or
having its own representative in Indonesia.
(2) Individual Member (IND) This category is open to all individuals of U.S. citizenship resident in Indonesia who do not qualify for membership as defined under (1) Company Representative above.
(b) Non-Voting Members are other member classifications as shall from time to time be defined and approved by the Board of Governors.
Section 3: Voting Rights of Members at Annual General Meetings or Special Voting Meetings
(a) Only Company Members, Individual Members and members of the Board of Governors shall have voting rights and each shall have one vote, provided that the Member is in good standing.
(b) In the event Members with voting rights are unable to attend a voting meeting, and provided in the opinion of the Board of Governors sufficient reason
exists, members with voting rights may vote by absentee ballot (via email or fax). Proxies given to other voting members are not acceptable.
(c) A voting member shall not be entitled to exercise his vote if, after notice of nonpayment, dues and fees remain unpaid.
Section 4: Privilege to Hold Office
Only Company Representatives, Company Alternate Members and Individual Members may stand for or hold elective office in AmCham Indonesia. Any
member holding an elective office shall automatically lose such elective office if the member is expelled by or resigns from AmCham, or ceases to be the Company Representative or Company Alternate Member.
Section 5: Expulsion
(a) AmCham Indonesia may, upon the recommendation of the Board of Governors and by resolution of the voting members present at a special meeting convened for the purpose, expel any member of any class whose continued
membership is considered detrimental to AmCham Indonesia.
(b) Members who are in arrears of dues for longer than sixty (60) days after written notice of has been given (via electronic or regular mail) shall be expelled
by simple written notification from AmCham Indonesia.
Section 6: Resignation
A Member may resign at any time prior to the commencement of the next operating year by giving written notice to the Board of Governors.
Section 7: Transfer of Membership
Corporate Memberships (COR, CAM, ACR, ACM and OVS)
Memberships under these categories stay with the company and are transferable. These can be assigned to a new person within the company when the previous
holder of the membership is no longer in that company or has left Indonesia.
Individual, Special and Honorary Memberships
These membership categories are nontransferable.
Section 8
(a) Liability of Members
The members of AmCham Indonesia shall not be liable for AmCham Indonesia debts and obligations beyond the amount of the respective fees and dues
payable by them in accordance with the Bylaws and such other levies as they may agree to pay from time to time. Members are liable for fees and dues immediately upon election to membership and within two months of the beginning of each operating year.
(b) Dispositions of Assets on Winding Up or Dissolution
If on the winding-up or dissolution of AmCham Indonesia there remains after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the members of AmCham Indonesia, but shall be given or transferred to some other institutions having objectives similar to the objectives of AmCham Indonesia, and which shall prohibit the distribution of its or their income or property among its or their members, such institution or institutions to be determined by the Board of Governors at or before the time of winding-up or dissolution. If and so far as effect cannot be given to the above, the distribution shall be made to charity.
ARTICLE IV
Section 1 : Board of Governors, Officers and Staff
(a) Governors
There shall be twelve (12) Board Members elected from the membership by the Voting members. Candidates for election to the Board shall be either approved by the Nominating Committee or nominated by completing forms provided annually
to the candidates by the Nominating Committee.
(b) Officers
The Officers shall be elected from the Board by the Board Members. There shall be a President, a First Vice President, a Second Vice President, a Treasurer, and a Secretary who shall constitute the Executive Committee of AmCham Indonesia. The President and First Vice President shall be United States citizens.
(c) Executive Director and Staff
The Executive Committee may employ at its discretion such staff including an Executive Director to perform such duties and responsibilities as deemed necessary. The remuneration will be set by the Board of Governors.
Section 2: Duties and Responsibilities of the Officers
(a) President
The President shall exercise general supervision over the affairs of AmCham Indonesia. The President shall appoint and may remove the Chairmen of all
Standing and Special Committees except where the Board of Governors shall otherwise order. He shall sign all official documents of AmCham Indonesia, including title deeds and contracts, and shall be authorized to sign checks, notes or other drafts upon the accounts jointly with the Treasurer or other signatories authorized by the Board of Governors.
(b) First Vice President
The First Vice President shall, in absence of the President, exercise the powers and duties of the President and otherwise perform such duties and such powers as the President may from time to time direct. The First Vice President may be authorized to sign checks and notes jointly with other authorized signatories.
(c) Second Vice President
The Second Vice President shall in the absence of the President and First Vice President, exercise the power and duties of the President, and shall otherwise perform such duties and exercise such powers as the President may from time to
time direct. The Second Vice President may be authorized to sign checks and notes jointly with other authorized signatories.
(d) Treasurer
The Treasurer shall be charged with management and custody of all assets and financial operations of AmCham Indonesia and all accounting procedures related thereto, and with the preparation and presentation to the Board of Governors of a
proposed budget for the coming year. The Treasurer shall be authorized to sign checks and notes jointly with other authorized signatories. The Treasurer will
render reports to the Board of Governors on the financial status of the Chamber at such intervals as the Board may direct, but in no case less than every three months.
(e) Secretary
The Secretary shall keep, or cause to be kept, a fair and correct register of all proceedings of the Chamber. The Secretary shall also have custody of all documents, statistical, and commercial works and other property of like nature belonging to AmCham Indonesia. The Secretary may be authorized to sign checks and notes jointly with other authorized signatories.
Section 3: Ex-Officio Members of the Board of Governors
Each past President of AmCham Indonesia shall serve as an Ex-Officio member of the Board of Governors for the year immediately following his term. The Board may elect additional Ex-Officio Board members as may be deemed appropriate. Ex-Officio Board members have no voting privileges on Board proposals and decisions.
Section 4: Honorary President
The US Ambassador to Indonesia may upon nomination by the Board of Governors be elected Honorary President. Upon acceptance he shall hold the position of Honorary President during his term as US Ambassador to Indonesia.
Section 5: Terms of Office
Board Members may not be elected to more than two consecutive two-year terms of office. There is no limit on the number of terms that a Board Member may serve. An appointed Board Member whose term expires is eligible to run for election for two terms after expiration of the appointment. Terms of office for all
Officers elected by the Board shall begin on January 1st of the year following their election and they shall serve for a one-year term. Retiring Officers shall be
eligible for re-election.
Section 6: Resignation of a Governor
Should an Officer or Governor resign his office or if his office should become vacant through ill health, disability or for any other cause the vacancy for the
remainder of such term shall be filled from nominees recommended by the Nominating Committee and elected at a meeting of the Board of Governors,
prior notice of which election shall be given to each member of the Board of Governors, and at which a quorum of the Board of Governors is present.
Section 7: Duties of the Board of Governors
The Board of Governors, subject to the provision of the Constitution and Bylaws, shall direct and regulate the affairs of AmCham Indonesia, shall authorize
signatories on the AmCham Indonesia accounts, and shall otherwise act in its name. Members of the Board of Governors shall be Ex-Officio members of all
Standing Committees. The Board of Governors shall call its own meetings and regulate its own proceedings.
Six members present at any meeting shall constitute a quorum of the Board of Governors. All actions submitted to vote shall be decided by a simple majority
vote. The Board of Governors shall invite all members to an Annual General Meeting (the details of which are outlined in Article V) plus any other Extraordinary
General Membership Meetings deemed necessary by the Board of Governors.
Section 8: Attendance of Board Meetings
Board Members should as much as possible attend the regular Board Meetings. In the event a Board member fails to attend three (3) consecutive Board Meetings without good reason and prior advice he shall be asked to resign by the Board. His office shall become vacant in accordance with Section 6 of this article.
ARTICLE V
Section 1: Annual General Meeting
An Annual General Meeting shall be held once every calendar year at such time not being more than 13 months after the holding of the last preceding Annual
General Meeting
Section 2: The Business of an Annual General Meeting shall include:
(a) Receive and approve the Annual Report of the Board of Governors
(b) Receive and approve the Annual Report on the financial condition of the organization
(c) Report the results of the election for Governors to serve in place of those whose terms have expired
(d) Other business as may be listed on the Agenda prepared by the Board of Governors
ARTICLE VI
Quorum*(5)
The quorum at all general meetings of AmCham Indonesia shall be forty (40) members or twenty-five percent (25%) of all members, whichever is the lesser.
ARTICLE VII
Presiding Officer
The President shall preside at all meetings of AmCham Indonesia. In the event of his absence, the First Vice President or Second Vice President, or a member of
the Board of Governors designated by the Board, will preside. The Presiding Officer shall vote only in case of a tie.
ARTICLE VIII
Extraordinary General Meetings
Attendance to any Extraordinary General Meeting of AmCham Indonesia may be restricted by the Board of Governors to Voting members.
ARTICLE IX
Rules of Order
In all cases where Rules of Order, questions or procedures or matters concerning the governing of AmCham Indonesia are not specifically covered in this Constitution or the Bylaws, Robert’s Rules of Order shall prevail, to the extent not specifically changed by the Board of Governors.
ARTICLE X
Amendments to the Constitution
Any proposed amendments to this Constitution shall be considered by the Board of Governors, which shall then present the same with its recommendations to
a specially called meeting of the voting members of AmCham Indonesia, at which time action may be taken. Due notice of the text of the proposed amendment or amendments shall be sent to each voting member with the notice of the meeting at least two weeks before the meeting. Amendments to this constitution shall be adopted upon approval by two-thirds of the voting members present and who are in good standing.
ARTICLE XI
Bylaws
All items not governed by this Constitution will be regulated by Bylaws adopted by majority vote of a meeting of the Board of Governors. Such Bylaws may be amended from time to time by majority vote of the Board. The Bylaws and all amendments thereto, shall be reported to the membership in writing.