VIETNAM BUSINESS SOCIETY IN BANGLADESH
(Bangladesh Act 1994)
Continued from Part II
MEETINGS AND FUNCTIONS OF THE BOARD
28. The Board shall meet at such times as it may deem necessary and may make such regulations as it thinks fit regarding the convening and conduct of Board meetings, but a Meeting shall be held at least once every 2 (two) months, and for the transaction of business at such Meetings the minutes of proceedings shall be open for inspection by members with the Board’s approval, subject to such regulations as the Board may deem fit.
29. In the absence of the Chairman, the Senior Vice Chairman shall automatically act as Chairman of the Board. Where both the Chairman and the Senior Vice Chairman are absent, the Vice Chairman shall act as Chairman of the Board.
30. The Chairman, or in his absence the Senior Vice Chairman, or in his absence the Vice Chairman acting as Chairman, or any other person authorized by the Board on his behalf, may convene a meeting of the Board. Eleven members of the Board shall constitute the quorum required for the transaction of business. The Chairman shall ensure that regular meetings are organized, but overall responsibility rests with the Board.
31. Each Board Member present at a Board Meeting shall have one vote, and all questions shall be decided by a majority of votes. In the event of an equality of votes, the Chairman shall have a second or casting vote. Voting by proxy shall not be permitted at Board meetings.
32. Ordinarily, notice of each Board Meeting shall be given not less than 7 (seven) days in advance, stating the place, date and time of the Meeting and the nature of the business to be transacted.
33. Where a Board meeting cannot be held within the prescribed time, one or more Board members may submit a written request to the Chairman to convene a Board meeting within 07 (seven) days; failing that, the Secretary may convene the Board meeting on the proposed agenda, with an equal number of Board members constituting the quorum.
34. The Chamber’s Annual Report shall be prepared, printed and circulated to inform the Chamber’s Members at least 14 (fourteen) days before the Annual General Meeting. Such Report shall be submitted, under seal, to the Annual General Meeting of Shareholders for the members’ review. The Society’s annual minutes shall also cover the Society’s financial matters.
35. General Meeting:
The first General Meeting of the Chamber’s Board shall be held not later than 90 days from the date of the Society’s registration by the Registering Authority, and thereafter at least once in every calendar year, at such date, time and place as the Board may determine.
35.1. Such a meeting is called the Annual General Meeting.
35.2. The following business shall be transacted at the Annual General Meeting of Shareholders.
a) Confirmation of the minutes of the preceding Annual General Meeting of Shareholders.
b) Presentation and adoption of the Society’s Annual Report.
c) Presentation and adoption of the duly audited accounts and balance sheet, and approval of the budget for the following year.
d) Appointment of the auditor(s) for the following year and fixing their remuneration.
e) Announcement of the name of the Board at the relevant General Meeting of Shareholders.
f) Any other business of which notice has been given for the Annual General Meeting, or such other business as may arise, subject to the duties assigned to the Chairman.
35.3. A meeting of the general body of the Society other than the Annual General Meeting is called an Extraordinary General Meeting or Special General Meeting, and shall be held at such date, time and place as the Board considers convenient for conducting the Society’s business.
35.4. Upon written request from one-tenth or more of the members, the Board shall convene an Extraordinary General Meeting, and such meetings shall be convened within 21 days of receipt of the request; notice of the meeting shall be sent to all members for their information at least 21 days before the date fixed for the Meeting. Where the Board is unable to convene such a meeting, the requisitioning members may convene the meeting themselves, provided that all proceedings of that requisitioned meeting are completed within 60 days from the date of the request.
35.5. All matters put before the General Meeting shall be decided by a majority of the members present in person.
35.6. No business shall be transacted at any General Meeting unless a quorum of members is present. If the number of members of the Society at the relevant time does not exceed ten, the prescribed quorum shall be increased by one for each additional member above that number, provided that in no case shall the quorum exceed ten.
35.7. Notice of not less than 14 days shall be given for an Annual General Meeting of Shareholders entitled to pass an ordinary resolution, and notice of not less than 21 days shall be given for an Extraordinary or Special General Meeting of Shareholders entitled to pass a special resolution, stating the place, date and time of the Meeting; the notice shall be circulated to all members together with a statement of the business to be transacted. The failure of any member to receive such notice shall not invalidate the proceedings at that Meeting, provided that copies of the notice of that meeting have been published in at least two national daily newspapers.
35.8. If, half an hour after the time appointed for the Annual General Meeting or Special General Meeting, a quorum is not present, the meeting, if convened upon requisition, shall stand dissolved; but in any other case the meeting shall stand adjourned to the same day of the following week, at the same time and place, and if at such adjourned meeting the prescribed quorum is still not present, the business may nonetheless be transacted.
35.9. In the event of an equality of votes, whether by a show of hands or by ballot, the Chairman of the Meeting at which the show of hands takes place, or at which a ballot is requested, shall exercise a casting vote or a second vote.
35.10. The Chairman may, with the consent of the members present, adjourn a Meeting, but no business shall be transacted at any adjourned Meeting other than the business left unfinished at the Meeting from which the adjournment took place.
35.11. Minutes of the proceedings of all meetings of the Chamber shall be recorded in a minute book kept by the Chairman for that purpose.
35.12. Every resolution duly passed at any General Meeting shall be binding on all members of the Chamber.
36. The Board is responsible for the management of the Society. In addition to the powers expressly conferred on it under these Articles, the Board may exercise all such powers, and accordingly all such acts and matters shall be directed or authorized by these persons of the Society.
37. Without prejudice to the general powers conferred by these Articles, the Board shall have the following powers.
37.1. To appoint a Sub-Committee or a Special Sub-Committee from among the members, and such Sub-Committee may be permanent or temporary, or established for such special purposes as the Board may decide.
37.2. To delegate, on such conditions as it thinks fit, any of its powers to a Sub-Committee or Special Sub-Committee, and to make, amend or repeal by-laws or rules to regulate the proceedings of that Sub-Committee.
37.3. To make, amend and repeal rules or regulations governing the affairs of the Society, its officers, employees or members, or any section or division of the Society.
37.4. To fill any vacancy occurring in a Sub-Committee by nomination.
37.5. To appoint members to serve on public bodies on which the Society may have representation.
SUB-COMMITTEES
38. There shall be two kinds of Sub-Committees:
38.1. Standing Sub-Committee
38.2. Special Sub-Committee
39. Sub-Committees shall be appointed annually by the Board.
40. A Special Sub-Committee may be elected by the Board or by the General Meeting to deal with a specific matter of a temporary nature. Any covenanted employee, or a member’s authorized representative, may be elected to serve on a Sub-Committee, and such election is not limited to the representative nominated under Article 2.
41. A Sub-Committee shall be responsible to the Board and shall report on the progress of its work from time to time, or as required by the Board.
BOOKS AND RECORDS
42. Accounting books shall be kept at the Society’s registered office, or at such other place as the Board deems fit, and shall be open for inspection by Board members during business hours.
43. The Board shall, from time to time, determine whether and to what extent, at what time and place, and under what conditions or regulations, the accounts and books of the Chamber, or any of them, shall be open for inspection by members who are not members of the Board; and no member (who is not a member of the Board) shall have any right to inspect any account, book or document of the Chamber unless authorized by law or by authorization of the Board, or by the members at a General Meeting.
FINANCE
44. The Chamber’s financial year shall run from 1 January to 31 December.
45. Management of the Chamber’s funds, as entrusted to the Board, shall be deposited in approved Banks or in such securities as the Board may determine from time to time.
46. Before the commencement of each financial year, and as decided by the Board, there shall be a budget of income and expenditure for the following financial year.
47. At every Annual General Meeting, the Committee shall present to the members the balance sheet and the Income and Expenditure Account prepared for the preceding financial year.
48. Every Chairman, Senior Vice Chairman, Vice Chairman and Director of the Board, as well as other officers of the Society, shall be indemnified by the Society, and the Board is responsible for using the Society’s funds to pay all costs, losses and expenses which any such officer or employee may incur or become legally liable for by reason of any contract entered into, or any act or thing done by him as such officer or employee in any manner whatsoever in the execution of his duties, including travel expenses; and the amount for which such indemnity is provided shall immediately attach as an asset of the Society and shall rank in priority over all other claims.
49. No Chairman, Senior Vice Chairman, Vice Chairman or Director of the Board, nor any other officer of the Society, shall be liable for the acts, defaults, neglects or wrongdoings of any other Board member or officer in joining in any receipt or other act for conformity, or for any loss or expense incurred by the Society due to the insufficiency or deficiency of title to any property acquired by order of the Board for or on behalf of the Chamber, or for the insufficiency or deficiency of any security in or upon which any of the Society’s monies shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or wrongful act of any person with whom any monies, securities or property shall be deposited, or for any loss occasioned by an error of judgment or oversight on his part, or for any other loss, damage or misfortune whatsoever that may occur in the execution of the duties of his office, or in relation thereto, unless the same happens through his own dishonesty or willful neglect.
50. If any office-holder is absent from three consecutive Board meetings, or from all Board meetings for a continuous period of three months, whichever is longer, without leave of absence from the Board, that person shall automatically cease to be a member of the Society’s Board.
51. Every Board member is entitled to receive all information published by the Chamber, and to attend the Board’s regular or Extraordinary General Meetings.
52. Notwithstanding anything contained herein, any amendment to these Articles of the Society shall require the approval of the Government, and shall also be made when required by the Government in the Public interest.
Organizations/individuals whose names and addresses are registered hereby signify their desire to form a Society under this Memorandum of Association./.