CHAPTER 7 GENERAL MEETINGS
27. General Meetings:
The Board of Directors shall convene a general meeting of Members at least once every twelve months. Such meeting will be called an “Annual General Meeting”.
Any meeting other than that in the preceding paragraph shall be called an “Extraordinary General Meeting”.
28. Schedules of General Meetings:
The Trade Association’s General Meetings shall be held as follows:
(1) The Annual Ordinary General Meeting shall be held regularly every year within one hundred and twenty days from the end of the Trade Association’s fiscal year.
(2) An Extraordinary General Meeting shall be convened:
(a) by resolution of the Board of Directors; or
(b) pursuant to Clause 20 paragraph 3, by any two (2) directors including at least one director who is an office holder; or
(c) by the Board of Directors if a request to that effect is made in writing and submitted to the Secretary-General or the Director acting for the Secretary-General by at least one-fourth of the total number of Ordinary Members and in such case the Extraordinary General Meeting shall be held within twenty (20) days from the date of submission of such letter.
29. Notice of the Meeting:
A notice of each General Meeting shall be sent by the Board of Directors indicating the date, time and place as well as agenda of such meeting to every Member, by registered mail to the addresses of Members given in the Registry at least 10 days prior to the date of the meeting or delivered by messenger at least 7 days before the scheduled date of meeting.
In sending notices in pursuance of the preceding paragraph in respect of General Meetings, a copy of minutes of the previous General Meeting shall also be enclosed as well as copies of the Annual Report and audited Balance Sheet and Income Expense Statement.
30. General Meeting’s Quorum:
A General Meeting shall be attended by at least one-fourths of the total number of Ordinary Members and/or their proxies in order to form the quorum. Ordinary Members may vote by proxy at any General Meeting although the appointment of such proxy shall be made in writing and a copy of such document presented to the Secretary-General or the Director acting for the Secretary-General before commencement of the meeting. A proxy shall be either an Ordinary Member or representative of an Ordinary Member of the Trade Association and represent no more than three Ordinary Members.
31. Lack of Quorum:
If the lack of quorum should persist after the lapse of fifteen minutes of the scheduled time of the General Meeting convened at the requisition of Members, such meeting shall be forthwith cancelled. The meeting shall be adjourned, however, if it is not being held at the requisition of Members and a notice for the meeting specifying the date, time and place for such General Meeting will be given once again within twenty days from the first General Meeting although no quorum will be mandatory at this latter meeting.
32. Chairman of the Meeting:
The Trade Association’s President shall preside over every General Meeting. In his/her absence or inability to discharge such duties, the Trade Association’s Vice President shall act in lieu. The meeting, however, will select any Director to preside over that particular meeting only if both the President and the Vice President of the Trade Association are not present nor able to discharge this duty. In the absence of any Director at the meeting, any Member may be selected to preside over that particular meeting only.
33. Voting Methods at Meetings:
Only Ordinary Members and their proxies (if any) may vote subject to the provision of Clause 30. Each Ordinary Member holds one vote although it may be represented by two representatives at such General Meeting.
Except for the election of Directors under Clause 17 which shall be by secret ballot only, any other resolution shall be adopted at any General Meeting by a show of hands or any other method which discloses the manner in which a Member has voted, unless prior to or at the time such show of hands is made, the Board of Directors thinks fit, or at least two Ordinary Members are concerned to request that voting be made by ballot.
34. General Meeting’s Resolutions:
Unless otherwise prescribed herein, resolutions of General Meetings shall be adopted by majority votes. In the case of tie-votes, the meeting’s Chairman may cast his/her decisive vote either by a show of hands or by ballot.
35. Matters to be transacted at the Annual Ordinary General Meeting:
Matters to be transacted at the Trade Association’s Annual Ordinary General Meetings are as follows:
(1) Approval of minutes of the preceding General Meeting,
(2) Consideration of the Board of Directors Annual Report presenting the Trade Association’s performance during the previous year,
(3) Consideration of the balance sheet as well as the Auditor’s report,
(4) Election of the Board of Directors,
(5) Appointment of the Trade Association’s advisors, and selection of the Trade Association’s auditor for the year as well as determination of their remuneration,
(6) Other matters to be transacted by virtue of resolutions adopted by the General Meeting.
36. The Trade Association’s Monthly or Special Meetings:
A meeting of the Trade Association’s Members may be convened and held from time to time by the Trade Association’s President or the Board of Directors in the interest of commercial, educational and/or social objectives (such as functions to exchange opinion on matters of concern and interest or in celebration of a holiday or other festivities).
37. Minutes of meetings:
Minutes of each General Meeting shall be taken by the Secretary-General or the Director assigned to act on the Secretary-General’s behalf. Minutes of each General Meeting shall be presented to the next General Meeting for approval. The approved minutes shall be signed by the Chairman and the Secretary General and will be made available for Members to inspect during business hours at the Trade Association’s Office.
