Constitution of

The Netherlands-India Chamber of Commerce and Trade

 

 

1. Name

The name of the association will be “The Netherlands-India Chamber of Commerce and Trade” (hereinafter called the “Chamber” or the “NICCT”).

 

2. Legal Status

The Chamber will be registered as a “vereniging” under the Dutch Law.

 

3. Registered Office

The registered office of the Chamber will be located in the Netherlands. The Governing Board of the Chamber may change the location of the operating office from time to time depending upon the circumstances.

 

4. Mission

The mission of the Chamber is to broaden, deepen and strengthen business and economic relations between The Netherlands and India by informing, inspiring and influencing all the stakeholders in the Netherlands India Business Corridor. The Chamber aims to become the focal point for information, contacts and matchmaking for this purpose.

 

5. Objectives

The objectives for which the Chamber is established are:

5.1 To promote trade and commerce between the Netherlands and India in the mutual interest of both countries;

5.2 To serve as a focal point for contacts and information regarding the Netherlands-India trade, commerce and industry;

5.3 To safeguard, protect, represent and promote the common interests of its members regarding the Netherlands-India trade, commerce and industry;

5.4 To strive towards progressive liberalization, reduction and eventual elimination of any relevant barriers affecting the trade and commerce between the two countries;

5.5 To facilitate arbitration in the settlement of disputes arising out of commercial transactions between the parties willing to abide by the judgment and decisions of the Chamber;

5.6 To collect, analyze and circulate relevant statistics and other information concerning trade, commerce and industry between the two countries;

5.7 To organize trade fairs, exhibitions, symposia, lectures and exchange of trade delegations in the Netherlands or India with a view to promote freer trade and commerce between the two countries;

5.8 To subscribe to, become a member of and cooperate with any other organization or governmental authority whose objectives are, in whole or in part, similar to those of the Chamber, and to procure from and communicate to any such organization such information as is likely to promote the objectives of the Chamber;

5.9 To raise funds for the activities of the Chamber in such a manner and upon such terms as may be decided by the General Council of the Chamber from time to time;

5.10 To undertake all such other activities as may be necessary for, or incidental or conducive to the promotion of all or some of the objectives of the Chamber as mentioned above.

 

6. Membership

Members of the Chamber shall be classified as:

6.1 Members: Any proprietary concern, firm, company or organization being involved or having substantial interest in the Netherlands-India trade, commerce or industry, subscribing to the objectives of the Chamber, willing to abide by the Constitution of the Chamber, shall be entitled to apply for the membership of the Chamber. Members shall enjoy all the rights and privileges of the Chamber including the right to vote for and to be elected to the governing councils of the Chamber.

6.2 Patron Members: Any business, company or organization which has substantial involvement in the Netherlands-India trade, commerce or industry, strongly supports the objectives of the NICCT and is willing to provide substantial regular financial and intellectual support for the work of the NICCT may be invited by the Governing Board to become a Patron Member of the NICCT. A Patron Member will have all the rights and responsibilities of an ordinary member of the NICCT. In addition, a Patron Member will have privileges as laid out in the Patron Member Agreement. The conditions within the Patron Member Agreement maybe revised by the Governing Board as and when required.

6.3 Associate Members: Any Dutch start up proprietary concern, firm or company which is younger than three years, interested in doing business with India; subscribes to the objectives of the Chamber and is willing to abide by the NICCT Constitution may apply for the Associate Membership of the NICCT for a maximum of three years. Associate Members shall have all the rights and privileges of the Chamber except the right to vote for and right to be elected to the governing councils of the Chamber. The annual contribution to be paid by Associate Members will be determined by the General Council but it will not exceed one-third of the amount to be paid by the Members.

6.4 Honorary Members: Any distinguished individual, firm, company, association or organization that has made an outstanding contribution to the cause of the Netherlands-India trade, commerce or industry or towards the attainment of any or all of the objectives of the Chamber may be invited to become an Honorary Member of the Chamber. Honorary Members shall not be required to contribute to the funds of the Chamber. The Chamber may also confer Honorary Life Membership on an individual who may provide a substantial grant or gift to the Chamber for some of its major activities like trade delegations, exhibitions, library, etc.

6.5 Admission of Members: A candidate for admission as a member will be proposed by a member on a prescribed form. The proposed form shall be sent to the Executive Secretary or in his/her absence to the Chairman of the Chamber who shall present the same to the Governing Board at its next meeting. The Governing Board shall consider the application and determine whether to admit the candidate. The decision of the Governing Board shall be final unless over-ruled by a decision of the General Council by a two-thirds majority. All matters relating to the admission, or otherwise, of members shall be first presented to and decided by the Executive Council. The Governing Board may delegate its authority in this matter to the Chairman.

6.6 Withdrawal: Any member may withdraw from the Chamber on the first day of the last quarter in each year by giving written notice of three (3) calendar months. Upon the expiry of the notice the member concerned shall cease to be a member.

6.7 Expulsion: A majority of three-fourths of the members present and entitled to vote and voting at an annual or extraordinary meeting of the General Council, may, by a resolution expel any member for conduct or behavior contrary to the interests or established norms of the Chamber, or for default in payment of outstanding membership fees. The decision of the General Council shall be final in this regard.

6.8  Membership Subscription: The General Council upon the recommendation of the Governing Board shall decide from time to time the annual subscription to be paid by members. The NICCT term is based on a calendar year. Members admitted during the term, shall pay a proportionate amount calculated on a quarterly basis.

6.9 Default in Payment: Any member whose subscription shall be in arrear for twelve (12) months, and who shall not pay such arrears within one (1) month after receiving written notice, its membership may be terminated.

6.10 Financial Responsibility: Any member who by any means ceases to be a member, shall nevertheless remain liable to the Chamber for all amounts, due from it at the time it ceases to be a member.

6.11Register of Members: A list or register of members shall be kept in which shall be set forth the name, occupation, KvK number in the case of a company or corporation, the place of registration, class of membership and current addresses, and in which all changes in membership shall be recorded.

 

7. Partner Organizations

Any Dutch or Indian governmental or semi-governmental organization, such as a municipal council, which is willing to provide substantial and regular support to the NICCT in cash and/or in kind, may be invited by the Executive Council, to become a Partner Organization. A Partner Organization will be invited to sponsor programs of the NICCT to be held in its region and to participate in the regular programs of the NICCT. A Partner Organization may be invited to join the Advisory Council of the NICCT.

 

8. General Council

8.1 Competence: The General Council shall be the supreme decision making organ of the Chamber. It shall determine the broad policies and programs of the Chamber, elect members of the Governing Board and office bearers of the Chamber, receive and consider income and expenditure accounts as well as balance sheets of the Chamber, and make all those decisions as ought to be made by the General Council. All major resolutions of the Chamber will be passed by the General Council.

8.2 Meetings: Ordinary meetings of the General Council shall be held once a year at such time and place as may be determined by the Governing Board. If the Governing Board receives a requisition in writing from ten percent (10%) of the voting members or from fifteen voting members, whichever is bigger, the Governing Board shall forthwith proceed duly to call an extraordinary meeting of the General Council. The notice of all such meetings, ordinary or extraordinary, specifying date, time, place and agenda, shall be sent to all members at least thirty (30) days in advance of the meeting.

8.3 Votes of Members: Every member in good standing, excluding Honorary Members, shall have one (1) vote whether on show of hands or in the case of a secret ballot. However, a member may have himself/herself represented at a meeting by another member by a proxy in writing, provided the Chairman of the meeting considers such proxy sufficient. However, no member may hold more than three (3) proxies. Every member may send up to three (3) authorized representatives to the meetings of the General Council but only the chief representative of each Member shall have the right to vote.

8.4 Quorum: No business shall be transacted at the meetings of the General Council in the absence of a quorum. Ten percent (10%) of the voting strength of the General Council (any fraction contained in that 10% being rounded off as one) or fifteen (15) members whichever is bigger, shall constitute a quorum. If within half an hour from the appointed time for the meeting, a quorum is not present, the extraordinary meeting shall be dissolved. In case of the ordinary meeting, it shall stand adjourned to such day, time and place as the Governing Board may decide. The reconvened meeting shall not require any quorum. No business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

8.5 Secret Ballot: Normally, the decisions at the meetings of the General Council shall be taken by show of hands but if a secret ballot is duly demanded, it shall be taken in such a manner as the Chairman directs and the result of the secret ballot as announced by the Chairman shall be accepted to represent the will of the General Council.

8.6 Casting Vote: In case of equality of votes whether on show of hands or secret ballot, the Chairman of the Meeting will call for another vote, after giving some time to members to discuss and exchange views informally. If the equality is still maintained in the second vote, the Chairman of the meeting can cast a second casting vote.

 

9. Governing Board

The Chamber shall have a Governing Board to determine the policies, implement the programs and carry on the work of the Chamber within the broad policy framework determined by the General Council.

9.1 Composition: The Governing Board will have eleven (11) members, including Chairman, Executive Vice President, Vice President Finance and two other Vice Presidents whose portfolios will be determined by the Governing Board. These six (6) members will be named Executive Board Members and will constitute the Executive Committee. The other five (5) members will be Non-Executive Board Members. All these Members shall be elected by the General Council from among the members of the Chamber for a period of two years and will stay in office until their successors are elected. They are eligible for re-election. The General Council and the Governing Board will strive to ensure that at least one (1) member of the Governing Board is replaced with a new member at the time of regular elections every two (2) years. The Executive Director, if appointed, shall be ex-officio member of the Governing Board, without the right to vote. The Governing Board may co-opt up to three (3) additional members for specific reasons and for specific periods of time. Such co-opted members have to be approved by the General Council and shall have no right to vote.

Nominations for the members of the Governing Board will be invited from the members of the NICCT at least fifteen days in advance of the General Council Meeting in which the elections will take place and last date for the receipt of the nominations will be announced. No new nominations can be made after this date.

So long as the total membership of the Chamber is below seventy (70), the number of elected members of the Governing Board shall not exceed nine (9). For every increase of ten (10) members there would be an extra member of the Governing Board until the maximum strength of eleven (11) members is reached.

The members of the Governing Board and the office bearers will be elected for a term of two (2) years but will hold their respective positions until their successors are elected. The office bearers may not hold the same position for more than three (3) terms consecutively.

 

9.2 Competence: Within the framework of the broad decisions made by the General Council, the Governing Board shall have the responsibility to determine detailed policies and programs of the Chamber and to ensure that they are implemented. The management of the business and office of the Chamber shall be vested in the Governing Board. It shall have the power:

9.2.1 To appoint any departmental committees or subcommittees and determine their powers and regulations for their working;

9.2.2 To make, vary and repeal by-laws or rules for the regulation of the business of the Chamber, or of any department or section of the Chamber;

9.2.3 To raise, disburse, invest and manage funds of the Chamber in accordance with the objectives, policies and programs of the Chamber, as approved by the General Council;

9.2.4 To pay costs, charges and expenses, preliminary and incidental to the registration, formation, establishment, promotion and all other operations of the Chamber;

9.2.5 To appoint necessary staff for the Chamber and to determine their powers and working conditions;

9.2.6 To purchase, mortgage, hire, take on lease or otherwise, acquire any land, building, houses or other immovable property as may be required or deemed expedient for the purposes of the Chamber.

 

9.3 Executive Committee: The Executive Committee will have authority to carry on the work of the Chamber within the framework of the policies determined by the Governing Board.

9.4 Responsibilities: The members of the Governing Board will have the following special functions and responsibilities:

9.4.1 To play an active role in formulating the policies and programs of the Chamber;

9.4.2 To promote policies and programs of the Chamber to the members at large and to the relevant persons/organizations;

9.4.3 To support collective decisions of the Executive Council; a member may not speak or act against the collective decisions of the Governing Board so long as he/she remains a member of the Board;

9.4.4 To attend at least fifty percent (50%) of the meetings of the Board.

 

9.5 Meetings: The Governing Board shall meet at least four (4) times a year, roughly every three (3) months. The Governing Board shall make such regulations as it thinks proper for summoning of the meetings and transaction of business. The Chairman of the Chamber will preside over the meetings of the Governing Board, when available. In his/her absence, the Executive Vice President will chair the meetings of the Governing Board.

9.6 Quorum: The quorum for the meetings of the Governing Board shall be half of the number of voting members of the Governing Board (any fraction contained in that one-half being rounded off as one) or five (5) voting members whichever is higher. Those who cannot be present for reasons beyond control should provide their comments in writing and/or give their proxy to a fellow board member (a member can’t carry more than one (1) proxy).

9.7 Chairman: The Chamber shall be led by a Chairman who will be elected by the General Council along with other members of the Governing Board. The Chairman will be the guiding spirit behind the activities of the Chamber. The Chairman will preside over meetings of the Governing Board and the General Council. He/She shall represent the Chamber to third parties. He/She shall exercise overall leadership over the governing councils and affairs of the Chamber with a view to promote general wellbeing and attainment of the objectives of the Chamber.

9.8 Executive Vice President: The Executive Vice President will chair the meetings of the General Council and Governing Board in the absence of the Chairman. He/She will also carry out other executive functions assigned to him/her by the Chairman.

9.9 Vice President Finance: The Vice President Finance will be responsible for all financial transactions of the Chamber including collection of membership fees, preparation and presentation of budget and annual statement of income and expenditure, securing of financial assistance, grants from different sources for ongoing and ad-hoc activities of the Chamber, maintaining accounts of expenditure and income and their timely audit, etc.

9.10 Executive Director: The Governing Board may appoint the Executive Director of the NICCT and will determine the conditions of his/her work. He/She will be responsible for implementing the decisions of the Governing Board, for organizing the programs of the Chamber and for representing the Chamber to the third parties in consultation with the Chairman. Along with Vice President Finance he/she will have the responsibility for raising funds for the Chamber and for ensuring that the work of the Chamber is carried out within the budget approved by the Governing Board.

 

10. Advisory Council

The NICCT will have an Advisory Council to advise the NICCT Board concerning the new directions, new programs and long-term vision and strategies. The purpose of this “non-binding” advice is to broaden and deepen the sources of intellectual input for the Board. These members will be selected by the Board from the Patron Members, Partner Organizations, and SME members of the General Council. The Board may also select other individuals for their knowledge, skills or expertise, which are valuable for the NICCT. The Chairman, the Chairman Emeritus, and Vice Presidents of the NICCT will be ex-officio members of the Advisory Council. The Governing Board will facilitate and host the meeting of the Advisory Council and the Advisory Council will meet at least once every year. A member of the Advisory Council will be expected to commit for a minimum period of two (2) years.

 

 11. Chairman Emeritus

The General Council of the NICCT upon the recommendation of the Governing Board may confer the title of Chairman Emeritus upon an outgoing Chairman of the NICCT who has made an outstanding contribution to the development of the NICCT. Upon conferment of this honor the Chairman Emeritus will become an Honorary Member of the NICCT for life without the right to vote. The Chairman Emeritus will have an advisory role and may be requested by the current Chairman to represent the NICCT on suitable occasions and to handle certain projects. When the Advisory council of the NICCT is constituted, the Chairman Emeritus will also become a member of the Advisory Council.

 

12. Finances of the Chamber

The Chamber’s income shall consist of:

A) Membership fees, as determined by the General Council;

B) Contributions from Patron Members and Partner Organizations;

C) Entry fees for exhibitions and other events;

D) Grants, donations and other contributions either from government agencies or others;

E) Gifts, inheritance and legacies;

F) Fees for services rendered and accrued interest on funds;

G) All other income and funds received.

 

The Vice President Finance, or the Executive Director when appointed, shall keep a record of all financial transactions of the Chamber. The Annual statement of income and expenditure of the Chamber will be prepared by the Vice President Finance with the help of the Executive Director or member(s) of the Governing Board entrusted with this task and approved by the Governing Board for presentation to and passing by the General Council. The statement of income and expenditure shall be audited if requested by at least ten (10) members of the General Council, by an authorized auditor or a non-Governing Board member, with background in accounting. The authority to operate bank account(s) of the Chamber will vest with the Chairman and the Vice President Finance. The Governing Board may delegate specific financial authority for incurring expenditure to the Vice President Finance or Executive Secretary/Director for day to day work of the Chamber. The annual accounts must be approved by the annual meeting of the General Council by a majority of the votes validly cast. Approval shall release the Governing Board of all liability for the management in the past financial year as shown in the annual accounts.

 

 13. Notices

A notice may be given by the Chamber to any member either personally, by emailing or by sending it by (the conventional) post to the last address supplied by him/her to the Chamber. When a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, pre-paying and posting a letter containing the notice and, unless contrary is proved, the service of the notice shall be deemed to have been effected at the time at which the letter would be delivered in the ordinary course of post.

 

14. Amendments

Amendments to this Constitution shall be made only with the approval of the two-thirds majority of the members of the General Council present and voting at a meeting. The amendments may be initiated by the Governing Board or by ten (10) members acting together. If the amendments are initiated by members then the members concerned shall send them in writing to the Governing Board at least thirty (30) days in advance of the General Council meeting at which they are to be considered. Whether the amendments originate with the members or the Governing Board, the Governing Board shall circulate them to the members of the Chamber along with their own recommendations at least fifteen (15) days in advance of the General Council meeting at which they are to be considered.

 

15. Dissolution and Liquidation

A resolution to dissolve the Chamber shall require approval by three-fourths majority of the voting members of the General Council present and voting at an extraordinary meeting specially called for this purpose. The quorum for this meeting shall be at least ¾th of all members of the Chamber in good standing. This meeting should also specify the details of the procedure for liquidation and the manner of disposal of assets of the Chamber.

 

16. Official Year

The official year of the Chamber shall be the same as a calendar year.

 

17. Final Provision

All issues not provided for under these Articles, the internal rules and regulations or the law shall be decided by the General Council.

 

*As amended on 26th of June 2015