Constitution
	NAME OBJECTIVES MEMBERSHIP MEETINGS OF THE CHAMBER OFFICERS BOARD OF GOVERNORS AUDIT DISSOLUTION BYLAWS ADOPTION OF THE CONSTITUTION Annual Report

ARTICLE I: NAME
This organization shall be known as the American Chamber of Commerce in Egypt and is hereinafter referred to as “the Chamber.”

ARTICLE II: OBJECTIVES

The objectives of the Chamber are:

• To promote the development of commerce and investment between the United States and Egypt;
• To be a direct liaison with the Chamber of Commerce of the United States and other chambers of commerce and business organizations, and to express the views of the local American business community to public and private interests in the United States;
• To provide a forum in which American business executives in Egypt and Egyptian business executives with American interests may identify, discuss and pursue common interests regarding their activities;
• To work with individuals and organizations in Egypt on matters of mutual interest.

The Chamber may do all lawful things which may be incidental or conducive to the attainment of the foregoing objectives. The Chamber shall not attempt to restrict or in any manner interfere with any lawful activity undertaken by any member in Egypt. The Chamber shall not engage in any political activity in Egypt or allow its funds or facilities to be used for political purposes in Egypt.

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ARTICLE III: MEMBERSHIP

Section A. Categories of Membership

1. General Members

Membership in this category shall be open to:

a. American companies with branches, agents or representative offices in Egypt;

b. Egyptian companies with American equity;

c. Egyptian companies or individuals who have significant business relationships with the United States, and registered Egyptian agents of American companies;

d. United States citizens who are residing in Egypt and have significant business or professional relationships with the United States.

2. Associate Resident Members

Membership in this category shall be open to companies or individuals in Egypt who do not qualify to be General Members.

3. Associate Non-Resident Members

Membership in this category shall be open to American companies or individuals who have significant business relations with Egypt and do not qualify to be General Members.

4. Not-for-Profit Members

Membership in this category shall be open to organizations that have significant relationships with Egypt and the United States, and which are organized for charitable, educational or eleemosynary purposes, and not for profit.

5. Individual Affiliate Members

Membership in this category shall be open to individual staff or other categories of members except Honorary Members.

6. Honorary Members

Membership in this category shall be limited to select distinguished persons who are invited by the Board of Governors to be Honorary Members. The American Ambassador to Egypt and the American Commercial Counselor in Egypt shall be Honorary Members by virtue of their positions.

Section B. Determination of Membership

1. The acceptability of any application to membership or for change in classification of membership shall be determined by the Board of Governors. The Bylaws may establish guidelines for determining standards of membership so long as such guidelines are not inconsistent with this Article.

2. Application for membership shall contain the name, address, and business activity or occupation of the candidate, and such other information as may be requested by the Board of Governors.

3. Membership shall be for one year, subject to renewal.

Section C. Right to Vote

1. Only General Members who have been General Members for at least 90 days may vote.

2. Each General Member who is not an individual shall nominate one or more individuals residing in Egypt to be its representative(s) in the Chamber, one of whom must be designated as its voting representative.

3. Any General Member may authorize only one other General Member or voting representative to vote on his/her behalf at any meeting of the membership of the Chamber, except for elections of the Board of Governors. The number of proxies to be held by any General Member or voting representative at any meeting of the membership of the Chamber is limited to one. Notice of such proxy authorization in writing must be received by the Board of Governors not later than 24 hours before the time and date of the meeting at which such proxy is to be voted.

4. Any General Member may vote at an Annual General Meeting for the election of the Board of Governors by absentee ballot in accordance with the rules and procedures provided for in the Bylaws. Upon written request of a General Member, which shall be made within 15 days of the date of the Annual General Meeting, but not later than 48 hours prior to such day, the Nominating Committee shall make absentee ballots available to such General Member and shall implement the process provided in the Bylaws to confirm the authenticity and confidentiality of voting by absentee ballot.

Section D. Privilege to Hold Office

Any voting representative may hold elective office in the Chamber.

Section E. Resignations

In order to resign a membership, written notice must be given to the Board of Governors. The Board of Governors must confirm the resignation of any membership

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ARTICLE IV: MEETINGS OF THE CHAMBER

Section A. Annual General Meeting

1. (The Organizational Meeting of the Chamber shall be held in January 1983, and shall be governed by rules affecting the Annual General Meeting.)

2. An Annual General Meeting shall be held in May 1986 and in the month of May in each year thereafter. Written notice of such meeting shall be given by the President to the membership at least one month before each Annual General Meeting.

3. The following business shall be conducted at the Annual General Meeting:

a. Report of the Board of Governors;

b. Report of the previous year’s accounts;

c. Election of officers, elective members and/or the President of the Board of Governors;

d. Other matters which are placed on the agenda.

Section B. General Meetings

1. There shall be at least six General Meetings each year. No more than three months shall pass without a General Meeting.

2. Notice of all General Meetings must be given to the membership by the President at least two weeks before each meeting.

3. Any member who wishes to place an item on the agenda of a General Meeting may do so provided he/she gives notice to the President at least one week before the meeting.

Section C. Quorum and Voting

1. The quorum for the Annual General Meeting and all General Meetings shall be 30 percent of the total number of General Members of the Chamber. A quorum shall be required at all times during any meeting if official actions are taken. (A General Member's proxy or absentee ballot will be counted and included to determine whether a quorum exists.)

2. In the event of there being no quorum present at any Annual General Meeting or General Meeting, the meeting shall be adjourned for one hour and reconvened at the same location with the same agenda. Should the number then present be insufficient to form a quorum, those present shall be considered a quorum, but they shall have no power to alter, amend or make additions to any proposed resolution appearing on the agenda of the adjourned Annual General Meeting or General Meeting.

3. Voting shall be simple majority of all votes cast unless otherwise specifically stated in this Constitution.

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ARTICLE V: OFFICERS

Section A. Designation of Officers

The Officers of the Chamber and their nationalities shall be the following:

Title / Nationality

1. President: U.S. or Egyptian citizen

2. Executive Vice President: Egyptian citizen

3. Executive Vice President: U.S. citizen

4. Vice President, Membership: No requirement

5. Vice President, Programs: No requirement

6. Vice President, Legal Affairs: No requirement

7. Treasurer: No requirement

Section B. Duties of Officers

1. The President shall exercise general supervision over the affairs of the Chamber, represent the Chamber in external relations, and preside over all meetings of the Chamber and the Board of Governors.

2. The Executive Vice Presidents shall perform the duties and responsibilities assigned by the President or the Board of Governors. The Executive Vice President who is an Egyptian shall preside over meetings in the absence of the President who is an American. The Executive Vice President who is an American shall preside over meetings in the absence of the President who is an Egyptian.

3. The Executive Vice President who is an American shall preside over meetings in the absence of both the President who is an American and the Executive Vice President who is an Egyptian. The Executive Vice President who is an Egyptian shall preside over meetings in the absence of both the President who is an Egyptian and the Executive Vice President who is an American.

4. The Vice President, Membership shall be responsible for membership development and membership services, and shall perform other duties and responsibilities assigned by the President or the Board of Governors.

5. The Vice President, Programs shall be responsible for the programs of meetings and events of the Chamber, and shall perform other duties and responsibilities assigned by the President or the Board of Governors.

6. The Vice President, Legal Affairs shall be responsible for all documents and records of the Chamber and all relationships with legal counsel or legal consultants, and shall perform other duties and responsibilities assigned by the President or the Board of Governors.

7. The Treasurer shall be responsible for all financial receipts, disbursements, accounts, records and reports, and shall perform other duties and responsibilities assigned by the President or the Board of Governors.

Section C. Designation of Board of Governors

The Board of Governors shall consist of the following:

1. The seven officers elected every two years by the membership;

2. Three members elected every two years by the membership;

3. Two members appointed by the newly elected President upon consultation with the Board of Governors;

4. The immediate past president of the Chamber, who shall serve ex-officio, with full rights of participation in all activities and deliberations of the Board of Governors but no vote.

Section D. Nominating Committee and Nominations

1. There shall be a Nominating Committee of five General Members or voting representatives, at least one of whom must be an American and at least one of whom must be an Egyptian.

2. The Nominating Committee shall be appointed by the Board of Governors and shall be announced at a General Meeting at least four months before the Annual General Meeting.

3. The Nominating Committee shall nominate at least one qualified and consenting candidate for each elective position on the Board of Governors, and shall announce its nomination at the General Meeting immediately preceding the Annual General Meeting.

4. Any two General Members or voting representatives may nominate one or more qualified and consenting candidates for any office and for elective positions on the Board of Governors at the General Meeting immediately preceding the Annual General Meeting. At the close of that General Meeting, nominations shall be closed. No person shall be nominated for more than one of the seven designated offices.

5. Members of the Nominating Committee shall not be candidates. (However, this limitation shall not apply to the first Nominating Committee, whose duties shall terminate in January 1983).

6. Paragraphs 3 and 4 above must be read in conjunction with Section E below.

Section E. Terms and Vacancies

1. All officers and members of the Board of Governors shall serve for terms of two years or until their successors take office.

2. All officers and members of the Board of Governors may only serve on the Board for two consecutive terms, in any capacity, after which time they will step down.

3. Vacancies in any office or elective position on the Board of Governors shall be filled by the Board of Governors. The Board shall determine when a vacancy exists and shall fill every vacancy within three months.

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ARTICLE VI: BOARD OF GOVERNORS

Section A. Duties

The Board of Governors shall be responsible for the day-to-day operations of the Chamber, and shall make all decisions on matters affecting the Chamber when the General Meeting is not sitting, subject to other provisions of the Constitution.

Section B. Meetings

1. The Board of Governors shall meet at least once before each General Meeting.

2. The quorum for all meetings of the Board of Governors shall be a simple majority and all actions shall be taken by a simple majority vote of those present, unless otherwise provided in the Bylaws of the Chamber.

3. The Board of Governors shall establish rules of procedure, which shall be stated in the Bylaws of the Chamber.

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ARTICLE VII: AUDIT

At the first meeting of the Board of Governors after each Annual General Meeting, the Board of Governors shall appoint a firm of public accountants to serve as auditors for the Chamber. The auditors shall audit all accounts and present a report to the next Annual General Meeting. The President or the Board of Governors may require the auditors to audit the Chamber’s accounts for any period at any time and make a report to the Board of Governors.

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ARTICLE VIII

Section A. Means of Dissolution

The Chamber shall not be dissolved, except with the written consent of not less than three-fifths of the General Members at a General Meeting convened for that purpose, or by postal vote.

Section B. After Dissolution

1. In the event of the Chamber being dissolved, all debts and liabilities legally incurred on behalf of the Chamber shall be fully discharged, and the remaining assets shall be donated to such local charitable organizations as the General Members shall have decided.

2. Notice of dissolution shall be given to the members by the President by registered mail within seven days of the dissolution.

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ARTICLE IX: BYLAWS

General Members of the Chamber acting at any General Meeting or the Board of Governors at any meeting may make, alter, supplement and repeal the Bylaws of the Chamber, as long as such actions are properly on the agenda of the meeting and do not conflict with this Constitution or with law. All members will be notified of changes in the Bylaws promptly by the President.

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ARTICLE X:

AMENDMENT OF THE CONSTITUTION

No amendment of this Constitution shall be made unless it is approved by vote at a General Meeting after the precise text of the amendment has been distributed to all members at least two weeks before the vote. No amendment shall be effective unless ratified by the signature of at least 50 percent of the General Members within one month after adoption.

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ARTICLE XI: Adoption of the Constitution

This Constitution (shall be) adopted by a majority vote of the General Members convened for that purpose in December 1982, and (shall be) effective when signed by no fewer than 50 members, who shall then be designated “Charter Members of the American Chamber of Commerce in Egypt.”

Bylaws

1. Membership Dues

Membership dues shall be established from time to time by the Board of Governors. If no dues are otherwise established, the following schedule of dues shall apply:

Category Entrance Fee Annual Fee

2. Determination of Membership

a. Every application for membership shall subscribe to the objectives of the Chamber and state the category in which the applicant is seeking membership. An applicant may state an alternate category of membership, if he/she wishes, so long as it clearly states which category is preferred. Each application shall be accompanied by a check for the full amount of the membership entrance fee and annual fee which has been established for the category of membership requested. If the applicant does not qualify for the category (or categories) of membership for which he/she has applied, the applicant shall be so informed and the check shall be returned to the applicant for resubmission in another category if he/she wishes.

b. Every applicant for general membership shall state the basis for qualification in that category. If the basis for qualification for an Egyptian company is “significant business relationships with the United States,” those relationships must be described. In such a company, if a portion of the equity of the company is held or controlled by persons who are neither Egyptian nor American, the applicant must satisfy the Board of Governors that his/her membership would be of special benefit to the Chamber. If the basis for qualification for a United States citizen is “significant business or professional relationships with the United States,” those relationships must be described. No company or individual shall be considered to have “significant business relationships with the United States” unless such relationships are present and ongoing.

c. Every application for associate resident membership must be accompanied by the written recommendation of two general members who have known the applicant for a period of not less than two years. Applicants in this category will be considered only if the Board of Governors determines that their membership will be of special value to the Chamber.

i) Egyptian companies who are not presently doing business with the United States and wish to do so.

ii) Multinational non-voting companies having branches in at least three other countries besides Egypt and the United States. The number of multinational companies in the Chamber is limited to 10 percent of the total general members. Membership under this subcategory is for one year, to be renewed by majority Board decision.

iii) Individuals whose status and membership would enhance the Chamber’s image and effectiveness. Approval of such membership must be by unanimous Board decision. Membership under this subcategory is for one year, renewable annually by majority Board decision.

d. Every application for not-for-profit organization membership shall state whether it is qualified to receive contributions that are tax deductible by the donee under the United States Internal Revenue Code. If not, the basis for qualifications as “charitable, educational or eleemosynary” shall be described.

e. All applications and renewals are to be submitted to the Vice President, Membership for his/her review and recommendation. Final approval and acceptance of the application will be given by the Board of Governors based on the above standards and on their review of the character and reputation of the applicant.

f. Membership can be revoked by the Board of Governors at any time, and a portion of the fees may be returned, if appropriate.

g. If a voting representative elected or appointed to the Board of Governors leaves the company he/she was representing when elected or appointed, then his/her membership on the Board of Governors ceases immediately but could be considered for reappointment by the Board if he/she becomes a voting representative of a member company.

3. Membership Lists

Lists of members will be maintained, and may be published or distributed by the Board of Governors.

4. Committees

The President, with the approval of the Board of Governors, may appoint any committees of members needed, and duties or powers of the Board of Governors may be delegated to such committees without necessity of amending these Bylaws. Such committees may be dissolved by the same action.

5. Agents and Representatives

The Board of Governors may appoint any persons needed to assist in achieving the objectives of the Chamber. Appointments that will extend beyond the next Annual General Meeting must be approved by the membership.

6. Parliamentary Procedure

Procedure at the Annual General Meeting, General Meetings and meetings of the Board shall be governed by the most recent published edition of Robert’s Rules of Order unless otherwise provided in the Constitution or these Bylaws.

7. Minutes of Meetings

Minutes of each General Meeting and each meeting of the Board of Governors shall be recorded and made available to all members upon request.

8. Election Procedure for Officers and Elective Members of the Board of Governors

a. The Nominating Committee shall compile brief biographical information about each candidate and shall cause such biographical information to be distributed to the membership.

b. All voting shall be secret and shall be on paper ballots prepared in advance by the Nominating Committee.

c. One single ballot shall be prepared, including both the Officers, the members of the Board of Governors and/or President. This ballot should list the uncontested and contested positions.

d. Candidates who receive the largest number of votes will be elected.

e. Balloting shall be supervised by the Nominating Committee.

f. When requested in writing by a General Member pursuant to Article III of the Constitution (Section C. “Right to Vote”, Paragraph 4), the Nominating Committee will provide an absentee ballot. The General Member will receive an envelope addressed to it (marked with an identification number). This envelope will contain another envelope (with the same identification number) inside which will be a folded ballot. The General Member will mark the ballot, seal the envelope placing his/her signature over the envelope flap (the inner envelope will not be opened except by the Nominating Committee when the votes are counted) and return it to the person and location designated in the absentee ballot instructions. On the day of the meeting, the Nominating Committee will (1) confirm the identification number on the envelope and (2) confirm the signature on the absentee ballot request with the signature on the flap of the envelope containing the ballot. The Nominating Committee will then open the envelope and place the folded ballot into the ballot box to be counted with all other ballots.

9. Financial Control

On commencement of the term of office of the Board of Governors, the Treasurer will propose to the Board of Governors the limits and signatories on all checks for their approval.

10. Insurance

The Board of Governors shall maintain all insurance which is necessary for the prudent conduct of the affairs of the Chamber.

11. Indemnification

The Chamber shall indemnify all officers and members of the Board of Governors and hold them harmless against any loss or liability arising out of performance of their duties, including defense of actions, and liability arising therefrom, resulting from their negligence, unless their actions were malicious.

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