Câmara de Comércio
Portugal Moçambique
Portugal Mozambique
Chamber of Commerce
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Bylaws

CHAPTER I

Constitution, Denomination, Headquarters and Purpose

Article 1º

1-The Chamber of Commerce Portugal Mozambique, hereinafter referred to as Chamber, founded in October 26, 1984, by deed recorded in 19th Notary Registry office of Lisbon and published in the «Diario da Republica», series III, no. 6, of January 8, 1985, is for an indefinite period of time.

2 - The Chamber is a non-profit association, with legal personality, governed by Portuguese law and by this By-Law.

Article 2º

The Chamber has its headquarters in Lisbon, and may open delegations or other forms of representation in any part of the Portuguese territory, as well as abroad, particularly, in the Republic of Mozambique.

Article 3º

1 - The Chamber aims to promote economic relations between Portugal and the Republic of Mozambique, on the basis of mutual interest.

2 - To achieve the purposes for which it is intended, the Chamber shall:

a)  Establish, foster and develop commercial relations between the two countries;

b) Facilitate and foster contacts between interested economic circles of the two countries;

c) Represent the interests of stakeholders in bilateral economic relations among government services, public or private entities, both Portuguese and Mozambican;

d) Collaborate with public or private bodies in all expressions of interest to straighten cooperation of the relations between the two countries;

e) Propose to the Portuguese and the Republic of Mozambique authorities, measures to facilitate commercial and industrial exchange.

f) Issue opinions, on its own initiative or when requested, on matters related to its objective purpose;

g) Collect and disseminate information on the status and development of economic and commercial issues between the two countries;

h) Indicate possibilities on sale, acquisition and investment in both countries;

i) Promote the exchange between the two countries, of study missions and economic action, visits of qualified individualities in the commercial and industrial sectors;

j) Promote conference lectures designed to develop, in the two countries, reciprocal knowledge opportunities and economic resources.

k) Edit own publications and/or use other different from the Chamber, in a context of information and knowledge of its activities as well as support awareness raising awareness for the attainment of its purposes;

l) Provide to its members, when requested, legal, technical assistance, or any other, related to the activity of the Chamber;

m) Seek to foster, between the two countries, the cultural component, considering it as an important link for cooperation between people;

n) Carry out all the other activities that correspond to the objectives of the Chamber;

3 - The Chamber develops its activities in close collaboration with the Chamber of Commerce of Mozambique and with the Portuguese and Mozambican authorities.

Article 4º

The Chamber does not develop any commercial and industrial activity for profit and it is completely forbidden to intervene in matters of political or religious nature.

CHAPTER II

Membership, categories, rights and duties

Article 5º

1 - May be Members of the Chamber, any singular or collective, directly or indirectly, involved or likely to participate in the Portuguese-Mozambican exchange or which, by their category, profession or tasks collaborate or wish to collaborate in the activity and purposes of the Association.

2 - Employees of the Chamber may not be members, as long as they remain in their functions.

Article 6º

There shall be four categories of membership in the Chamber:

Founding, Effective, Honorary and Worthy Membership are:

1 -Founding Membership – any singular or collective person that assigned the deed of constitution and registered in the first quarter following the constitution of the Chamber;
Unique – Any Mozambican singular or collective person registered in the first quarter subsequent to the constitution of the Chamber Delegation in Maputo.

2 - Effective Membership - any singular or collective person covered by number one of Art 5. of these By-laws;

3 - Honorary Membership - people in charge of diplomatic missions of the Republic of Mozambique and Portugal, respectively accredited, in Portugal and in the Republic of Mozambique and even those that through deliberation of the Chamber are considered worthy of such a distinction;

4 - Worthy Membership - Any singular or collective person, that contributes with donation or legacy considered relevant to the Chamber objectives, according to the Board deliberation.

Article 7º

Membership quality is acquired with the admission, verified as stipulated in n. 3 of this Art. The admission process shall comply with the following procedures:

1 – Signature proposed by the candidate, committing to follow this Chamber Bylaws.

2 - Application for membership shall be appreciated by the Executive Committee, decided by simple majority, and the decision shall be communicated to the candidate. In case of an appeal, the Executive Committee is not obliged to communicate the reasons that determined that.

3 - After the Executive Committee communicates to the candidate the acceptance of application for membership, there is a maximum period of 30 days for the payment of dues

Article 8º

All members have the right to:

1 - Take part in General Assemblies, submit proposals and vote;

2- Be advised and supported by the Chamber in all matters that are within the scope of the purpose of the Chamber;

3- Participate in all realizations of the Chamber;

4 - Use normal services of the Chamber, including to receive its publications.

Single - In the case of services provided by the Chamber involve costs, it has the right to stipulate payment of adequate remuneration. The expenses incurred by the Chamber shall be charged separately.

Article 9º

Membership shall have the followings duties:

1 – To support the Chamber in achieving its Objectives and missions;

2 – To carry out the By-laws and to respect the decisions of the Chamber Body.

3 – To pay dues by the end of January of each year;

Single - Honorary and Worthy Members, unless express contrary intention shall be exempt from payment of dues.

4 – To inform to the Chamber any change of address or business name;

Article 10º

Membership termination shall be according to the following assumptions:

1 - By resignation, death, dissolution and exclusion;

2 -Any member may resign upon written request to the Chamber at least three months to the end of the financial year in respect of the current year, time which it shall take effect. While the resignation does not become effective the member continues to carry out his/her rights and obligations;

3- Non-payment of annual dues in accordance with the provisions in n.3 of Art. 9 shall give rise to the sending of postal notice by the Chamber. Twenty days after receiving the postal notice, and if there has been no payment, the Board may send a letter requesting payment of the dues. Thirty days after sending the letter is considered non-payment as tacit declaration of renunciation of his/her quality of Membership.

4-Any Member may be expelled from the Chamber by the majority decision of the Board, when there is a justified reason. Shall be considered reasons for exclusion:

a) Wrongful injury and reiterated or serious to the interests and objective of the Chamber;

b) Serious or reiterated breach of the By-law arrangements of the Chamber;

c) Unworthy or prejudicial conduct to the image of the chamber or its Body

5 - In case of any reason for exclusion, the Executive Committee shall notify the Member, in writing, by registered letter. The member shall be given 30 days to take a position to the Chamber Body, in relation to the allegations made against him/her. The final decision of the Body of Directors shall be communicated to the Member, by letter. In the case of exclusion the decision has to be ratified by the General Assembly.

CHAPTER III

Organs of the Chamber

Article 11º

1 – The Organ of the Chamber is composed by the General Assembly, Body of Directors and Fiscal Council.

2 – Social Organs are elected for a three years period, being maintained in service up to new elections without damage of being dismissed in the Extraordinary General Assembly.

3 - Reelections are allowed for social positions.

4 - Any election conducted to fill vacancies shall be construed to the end of the current three-year period.

5 - In its first meeting, to be held no later than one week after the election, the Board of Directors shall appoint from among its members an Executive Committee composed of a President, a Vice-President, three vowels and two substitutes.

Single - The President of the Board is inherently the President of the Executive Committee.

6 - The Board may establish a Commission of Inquiries and Special Committees which, working under the guidance of the Executive Committee, will be dedicated on a temporary basis, to any matters directly related to the attainment of the purposes of the Institution.

7-The Chamber's Bodies should, whenever possible, translate weighted, the Mozambican and Portuguese parts.

8 - The exercise of the social posts is not susceptible to any reward. Any member may be elected to all social positions, except, in case of collective person, which shall be a singular person who represents them.

Single – For considered and substantive reason, collective person may substitute the person who represents in the concerning position.

CHAPTER IV

General Assembly

Article 12º

1 - The General Assembly is the Association's supreme authority. It is composed of all the members in good standing.

2 - Any member may be represented by the other through written statement to the President, which is not allowed to have more than three representations

3 - Each member in good standing shall be entitled to vote.

4 – Members registered as associations should send written statement to the General Assembly nominating the person who shall represents them.

5 - The General Assembly is composed by a President, a Vice-President and a Secretary, elected among the Chamber members in good standing.

Article 13º

The General Assembly shall be held for ordinary session in the first quarter of each year, with special competence to.

a) Discuss and approve the action plan and budget;

d) Discuss and vote annual membership fees;

e) Elect Honorary and Worthy Members;

f) Amend the By-laws

g) Address any matter within its jurisdiction and for which it have been convened;

h) Every three years members of the General Assembly, the Board of Directors and the Fiscal Council shall be elected.

Article 14º

1 - The General Assembly shall meet extraordinarily whenever:

a)  by-laws so determine,

b) When the Body of Directors or the Fiscal Council, on the subject of their competence, intend and require for that;

c) When requested in writing by at least one third of the Members in good standing, and must substantiate the reasons for requesting the convocation;

Unique – at least three-fifths of the applicant Members should be present at the General Assembly, without which, regardless of the number of attendance, the session shall not be hold.

d)  On the initiative of the Chairman of the General Assembly

2 - The notice convening the Extraordinary General Assembly shall be sent, at least within four weeks after the receipt of the request, and the date of its completion may not exceeds 30 days beyond that period.

Article 15º

1 - General Assemblies shall be convened and conducted by the Chairman of the General Assembly or, in his absence, by the Vice President.

Unique - In case of in an General Assembly the President and the Vice president are not present, shall be chosen between the presents, the older member, who during the meeting shall play the President's role

2 - The convocation is done in writing with an indication of place, hour and agenda, as well as any proposals of election for each Body of the Chamber;

3 - Unless otherwise specified in these Bylaws, sending invitations to General Meetings shall be:

a) Ordinary General Assembly - with at least fifteen days prior to the date set for such meeting;

b) Extraordinary General Assembly- at least ten days prior to the date set for such meeting;

4 - When the Agenda include the above in paragraph h) of Article 13,  each Member has the right to submit electoral proposals, since there is written agreement of the respective candidates for each Body of the Chamber.
Unique - shall be considered only the electoral proposals that have been received, under the written statement, by the President of the General Assembly, up to 5 days of the date set for the session.

5- Except in the cases in which the Bylaw require, the General Assembly shall work in first convocation with the presence or the representation of at least half of the member in good standing and, in second convocation, half an hour later, at the same location, with any number.

6 - Deliberations may be taken only on matters listed on the Agenda.

7 - The votes will be secret only if at least one quarter of the Members present or represented so require.

8 – Elections are always made through lists and secret ballot.

9 - Decisions shall be taken by a simple majority of votes cast, unless the Articles are provided differently.

10 – An equal number of votes determine the non-acceptance of the proposal.

11 – It will be prepared a report on the deliberations with the voting results. Furthermore, will also; be prepared an attendance list that as the minutes shall be signed by the General Meeting.

CHAPTER V

Directorate of the Chamber

Article 16º

1 - The chamber will be headed by a Board consisting of a President, two Vice Presidents, a Secretary, a Treasurer, and ten vowels, elected by the General Assembly from among the Members in full exercise of their rights.

2 – It will specifically represent the President of the Steering Board, active and passively, in his court and jurisdiction, as well as in its relations with any official and private entities and the external manifestations, and may appoint proxies or delegate tasks.

3 - If a member of the Steering resigns from his position before the end of the mandate, the Direction may replace it with another partner that will need to be confirmed in this task by the next General Assembly. If the President to resign, his office shall be exercised by one of the Vice Presidents.

Single - may not be replaced by this process more than half the members of the Directorate.

4 - The Directorate promotes the activities of the Board, to ensure compliance with the Statute and submit to the General Assembly the tools provided in these Bylaws, namely those listed in Article 13. Thereof, among others.

5 - The Board meeting will be mandatory at least twice each year and valid decisions by a simple majority vote of the members present and for the meeting to take place requires the presence of at least eight of its members. The deciding vote is for the president.

6 - The Board shall meet whenever convened by its President.

CHAPTER VI

Executive Committee

Article 17º

The Executive Committee has the following functions and powers:

1 - Prepare and submit to the Board the Annual Report of the previous year, the budget and the annual action plan.

2 - The current management of the Board in accordance with this Statute.

3 - Direct and monitor the work of the various committees.

4 - To consider, accept or decline requests for admission of Members.

5 - Manage the activities of the Chamber coordinating and combining the efforts of partners, to achieve the purposes which are their goal.

6 - Hire and dismiss the Secretary General of the Chamber as well as other staff and set their salaries.

7 - Establish and maintain relationships with private and official bodies in order to achieve the purposes that constitute the objective of the Board.

8 - Promote the dissemination of economic information of interest to Members.

9 - Promoting meetings for the study and appreciation of problems whose solution import the objective of the Board.

10 - Promote and practice can understand everything on the aims and objectives of the Board, including making or approving regulations and internal service.

11 - Propose to the Board the acquisition, overcome with goodwill, lease and maintain the sites necessary for the installation of Headquarters, Delegations and Services of the House and make the investment and movement of goods and values ​​of the Social Fund.

12 - The Executive Committee shall meet when convened by its President, may validly adopt resolutions since this is the majority of its members. Decisions will be taken by simple majority, featuring the President of the vote.

13 - May attend the meetings of the Executive Board members who are not part of it, albeit without voting rights.

CHAPTER VII

Supervisory Board

Article 18º

1 - The Supervisory Board consists of a Chairman, a Vice President and a vowel, elected from among the Members of the Board in full enjoyment of their rights.

2 - The Supervisory Board shall meet quarterly for the purpose of verifying the accounts and issue an opinion on them.
3 - The Audit Committee must meet to express an opinion on the Annual Report of the Board for the year ended.

CHAPTER VIII

General-Secretary

Article 19º

1 - The Secretary General is responsible for all the current affairs of the House, under these statutes.

2 - The responsibilities of the General Secretary are as follows:

a) Organize the services of the Board, establishing processes and working methods appropriate to the needs;

b) Organize information services for use of Members and circulate all the economic reports of interest;

c) organize the registration of Members;

d) Promote the writing, printing and distribution of the publications of the Board;

e) Study and propose appropriate action to further expansion and efficiency of the Board;

f) Establish the fees payable for services rendered to third parties, with the approval of the Executive Committee;

g) Propose and manage effective human, technical and administrative, in order to ensure the normal functioning of the Board;

h) Assisting the Executive Committee in carrying out its functions;

i) Participate, without vote, in the meetings of the Executive Committee, except when dealing with matters that affects him directly, and prepare the minutes;

j) Attend meetings of the Board and General Meetings;

k) Perform any other duties delegated by the Executive Committee;

3 - The Secretary-General, with duties paid depends hierarchically and functionally, the Executive Committee, through its Chairman.

CHAPTER IX

Commissions

Article 20º

According to the nº 6 by Clause 11º, thereof, may be established a Commission of Inquiries and Special Committees. Operation of any of them shall be governed by the following principles:

1 - Its mandates can never cease after the Executive Committee.

2 - They must always meet with the Executive Committee or the Chairman, the convening of this, who will direct the work.

3 - Each Committee shall have a Chairman who will be mandated by the Chief Executive.

CHAPTER X

Social Year and Accounts

Article 21º

1 - The year to year coincides with the calendar year.

2 - The annual balances are calculated and the results be brought to the Social Fund.

Article 22º

1 - The chamber has the recipes for the realization of its objective:

a) Jewelry admission and Dues Membership;

b) Revenues from services;

c) Miscellaneous receipts, grants or any other;

d) Donations;

e) Capitalized interest and funds;

f) Subsidies

2 - The Chamber cannot use grants or donations given to allocation to an end, but the extent of his achievement.

3 - The expenses of the Board are as they come from the application of these statutes.

Article 23º

The heritage of the Chamber is managed by the Executive Committee on behalf of the Directorate.

1 - The Executive Committee shall appoint from among its members those who can move their bank accounts, and always requires two signatures.

Single - Exceptions to the deposits on behalf of the Chamber, where only a signature is needed.

2 - The Executive Committee may also appoint the Secretary General of the House to the bank accounts of the Board, applying the requirements of this case n. § 1 and of this Article shall only.

Article 24º

For the obligations of the Board responds uniquely your assets.

CHAPTER XI

Representation of the Chamber

Article 25º

The Chamber will be represented judicially and extra judicially by the President of the Board or by whom this delegate.

CHAPTER XII

Other provisions

Article 26º

On the proposal of the Board or upon written request of at least one third of the Partners, the Bylaws may be amended by resolution of the General Assembly. The decisions in this respect will take the affirmative vote of at least sixty percent of the number of votes present and represented.

Single - When the amendment of the Statute is required by the Members, applies the provisions of § Single point c) of nº 1, of Article 14º, thereof, of the Statute.

Article 27º

1 - The extinction of the House may be carried out by an Extraordinary General Meeting, convened expressly for this purpose.

2 - The application for revocation may be made by the Board or upon written request of at least three fifths of the Members, the Chairman of the General Assembly

3 - The notice convening the Extraordinary General Meeting, which will decide over the extinction of the House, has to rely expressly indicating the purpose of the meeting, date, time and place, and be delivered in the mail, by registered at least in advance of 30 days prior to the date of the Meeting.

4 - For the General Assembly constitution will be indispensable, on first call, the presence of legal representation at least three quarters of the Members in full exercise of their rights and, on second call, may meet with any number, a hour later at the same venue and the same agenda, but the dissolution may only be validly deliberated for three-quarters majority of the votes counted in the General Assembly.

Single - When the application for revocation of the Board is required by the Members, shall apply the provisions of § single point c) of paragraph. 1, of Article 14º.

5 - The assets existing at the time of extinction of the House and that is not subject to special purposes, after paying all existing obligations, will be delivered by resolution of the General Assembly, an institution with the same or similar objectives to those of the Board or other institutions aimed at fostering economic relations Luso-Mozambican.

Article 28º

All members of the Governing Bodies of the Chamber, Committee members eventually to be constituted, and the Secretary General - exert their positions according to the principle of strict objectivity, confidentiality and neutrality.

Article 29º

Omissions of this Statute shall be governed in accordance with the applicable provisions of the Civil Code and other Portuguese legislation.