SECTION 5 THE COUNCIL

SECTION 5

THE COUNCIL

5.01 Management of the Chamber shall be entrusted to a Council which shall be made up of up to seven (7) members but not less than five (5) elected for a three-year (calendar year) term at a General Meeting according to Section 9 below.

5.02 Without prejudice to (A) the aims and objectives set out in Articles 1.04 and 1.05 above, (B) the powers conferred on General Meetings of the Chamber, (C) all matters expressly reserved to General Meetings, and (D) the rights, interests, and duties of members of the Chamber as established in this Statute,

the Council shall have the power to: a) conduct and manage all the business, functions, and affairs of the Chamber, b) establish contacts with other institutions or organizations, c) make representations with other institutions or organizations, d) appoint local and overseas representatives of the Chamber, provided that representatives of the Chamber are selected from within the membership of the Chamber, e) enter contracts and other agreements on behalf of the Chamber; f) enter commitments on behalf of the Chamber,incur expenses on behalf of the Chamber and pay such expenses, provided that such expenses do not entail burdens on members of the Chamber other than those established through a General Meeting, g) submit proposals to General Meetings, h) initiate disciplinary proceedings against members in terms of Section 11 below, i) determine its own procedures, and j) take decisions on any matter not covered by any provisions of this Statute or its Annexes, provided that this does not conflict with the aims or objectives of the Chamber.

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5.03 Only ordinary members [Tier 1 & Tier 2] who have fulfilled their membership dues are eligible for nomination for election to the Council. However, all members [Tiers 1, 2 & 3] have the right to vote at elections to the Council, provided their membership is fully paid up.

5.04 Formal candidates contesting the National General Elections or Local Council Elections, as well as elected Members of Parliament and Local Councilors, cannot be council members during the period of their candidacy or tenure of office, respectively.

5.05 The Council shall appoint, at the start of its first meeting following its election, a Secretary, a Treasurer, and other Officers from among its elected members. Other Officers, not forming part of the Council, may also be appointed by the Council from amongst Chamber members to undertake tasks or duties assigned by the Council. All officers appointed to the Council may be Tier 1 or Tier 2 members.

The President and Vice-president are elected via a popular vote amongst all the chamber members (ref to Annex 4).

5.06 The Council shall meet at least once a month, or more frequently at the request of the President, or the Secretary, or the Treasurer or any two (2) members of the Council.

5.07 Members of the Council shall be notified in writing at least seven (7) days prior to the date fixed for a Council meeting, and the agenda of the meeting shall accompany such notice. In case of urgency, the President, or his replacement or delegate as per Article 6.03 below, may call a meeting without such notice.

5.08 The quorum of the Council shall consist of at least four (4) elected members.

5.09 A resolution in writing signed by all the members of the Council outside a meeting shall be as effective as a resolution passed at a meeting of the Council.

5.10 In the event that the President, the Secretary and the Treasurer of the outgoing Council are not re-elected, they shall be invited by the newly

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elected Council to attend, without voting rights, meetings of the new Council as may be necessary to ensure adequate continuity in the Council’s functioning.

5.11 Except where expressly stated otherwise, decisions of the Council shall be taken by a simple majority of votes in favour, by the members present and voting, unless there is consensus between the members of the Council. Voting shall be secret if so requested by any one of the members present. In the event that a simple majority cannot be achieved, the members present shall reconsider the case in question and shall take another vote. In the event that a decision cannot be reached by the Council after the second voting session, the Council shall refer the case to a General Meeting.

5.12 The President or his replacement or delegate as provided in Article 6.03 shall, in the event of equality of votes, have a casting vote in addition to his original vote.

5.13 Disciplinary measures against members, in terms of Section 11 below, may be taken by a resolution passed by a simple majority of the members of the Council.

5.14 The election of a member of the Council shall lapse, and his position shall be considered as vacated, if:

(A) s/he absents himself, without just cause, from three (3) consecutive meetings of the Council; (B) s/he resigns in writing; (C) s/he ceases to form part of the Chamber; or (D) s/he is removed under the provisions of Article 5.13 or Section 11.

5.15 The Chamber may, during a General Meeting, remove from office any member of the Council before the expiration of his period of office by a two-thirds majority vote of the members present and voting.

5.16 If a member of the Council ceases to form part of the Council for any cause whatsoever, the unelected runner-up at the last election shall be invited to fill the vacancy thus created and will serve for the unexpired period of office. In the event that the first runner-up is not in a position to fill the vacancy, the next runner-up shall be invited in his stead, and so forth. In

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case of parity of votes between two or more runners-up, the person to be appointed shall be drawn by lot from among those in a position to fill the vacancy. If, for any reason, the vacancy is not filled, a fresh ballot shall be called within two (2) months.

5.17 The Council shall be empowered to appoint any member of the Chamber as a co-opted Council member for any purpose deemed necessary and for a period of time as deemed necessary by the Council. A co-opted member shall be invited to attend Council meetings at the discretion of the Council and may be given all rights pertaining to elected Council members. Without prejudice to the provisions of Article 9.13, the number of co-opted Council members shall not exceed two (2) at any one time.

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