§ 1. NAME OF THE ASSOCIATION
The name of the Association is ”Swedish-Central American Chamber of Commerce” with
the abbreviation “SWECA”.
§ 2. OBJECTIVE
The objective of the Association as a non profit organization is to promote the development of
trade and investments between Sweden and Central America.
§ 3. DOMICILE
The domicile of the association is established in Stockholm.
§ 4. ELIGIBILITY FOR MEMBERSHIP
Any institution, company or private individual with an interest in the objectives of the Association can apply for membership.
§ 5. APPLICATION FOR MEMBERSHIP
The application will be evaluated by the board of the Association, which will make a decision
to be transmitted to the applicant. In the case that the application would not be approved, it will be followed by an explanation.
§ 6. WITHDRAWAL AS A MEMBER FROM THE ASSOCIATION
Any member has the right to leave the Association at any given time, after having informed the board in writing.
§ 7. BOARD OF DIRECTORS
The Board of the Association is consisting of a President, a Vice-President and three to six
Board members. The members are elected for a period of one year at the Annual General Meeting (AGM). The board has the capacity of making decisions when at least half of the members are present. A decision is made if more than half of the present board members are in favour. At equal opinion the decision will be made by the President.
§ 8. FISCAL YEAR
The fiscal year is the same as the calendar year that is from January 1 to December 31.
§ 9. GENERAL MEETINGS
Members influence on the management matters of the Association will be made either at the AGM or at an extra general meeting. Every member has one vote at the general meetings.
The AGM will be held at a place and time decided upon by the Board.
Extra general meetings can be held at the request of the Board or when a minimum of 10%
of the members have made a written request to the President of the Board.
§ 10. MEETINGS, NOTICES AND AGENDA
Notices convening annual and extraordinary meetings, together with a proposed agenda, shall be mailed to each member not later than two weeks prior to the meeting.
At each AGM the following matters shall be on the agenda:
1. Election of chairman of the meeting
2. The establishing of an electoral register
3. Election of two checkers of the minutes
4. The question as to whether the meeting has been duly convened
5. Presentation of the annual report of the Board including the financial statement
6. Presentation of the auditors report for the past financial year
7. Allocation of the profit or loss according to the balance sheet adopted
8. The question of discharge from liability of Directors of the Board in respect of
the period covered by the annual report
9. Decision about the annual dues for corporate as well as individual members
10. Election of a President, a deputy President and three to six Board members
as well as three deputy Board members
11. Election of two auditors
12. Election of three members of the election committee
13. Other matters submitted by the Board or by one or several members to the meeting for decision
§ 11. EXTRA GENERAL MEETINGS
If extra general meetings are held, only issues on the agenda that have been distributed to the
members in advance may be discussed. The President of the Association acts as the chairman of the meeting, provided the meeting does not take another decision. Minutes of the meeting should be made which will be checked by two checkers elected at the meeting.
§ 12. BOARD OF DIRECTORS
The business of the Association shall be managed by the Board of Directors. The Board will protect its interests and will manage its affairs and decides on behalf of the Association in all matters which are not conditioned by these by-laws.
The Board is obliged to:
- work for the aims of the Association
- execute the decisions by the General Meeting
- manage the financial matters and accounting of the Association
- prepare and present the annual report and financial statement to the General meeting
- execute other obligations according to these by-laws
§ 13. BOARD MEETINGS
The Board will meet at the call of the President or in the case that one third of the number of Board members so requests. Minutes of decisions as well as in the case of important matters with reasons should be made at the meetings, which will be checked by the President and another present Board member, duly elected.
Notices to the Board meetings shall be sent to each Board member at least ten days before the meeting. A Board member that cannot attend should immediately inform the secretary about the absence.
§ 14. REMUNERATION TO THE BOARD MEMBERS
There will be no remuneration to the Board members.
§ 15. DECISION CAPACITY OF THE BOARD
Half the number of Directors constitute a quorum. All decisions of the Board shall be adopted by a simple majority of the Directors voting, and in the case of parity of votes, the President shall have a casting vote.
§ 16. AUDITING
The management of the Board as well as the accounting shall be audited annually by two auditors elected by the AGM.
The annual report and financials shall be sent to the auditors two weeks before the AGM.
§ 17. ELECTION COMMITTEE
The Election Committee, consisting of three members, shall propose new or re election of the President, vice President and three to six other Board members. The proposal of the Committee should be enclosed to the call of the AGM.
§ 18. AMENDMENTS OF THE BY-LAWS
Amendments of the by-laws of the Association may be decided by the members at a general meeting. Such decision requires a majority of at least two-thirds of the votes cast.
§ 19. DUTY OF THE TREASURER
The treasurer elected by the board has the full authorization to handle the bank accounts of the Chamber.
§ 20. DISSOLUTION OF THE ASSOCIATION
A proposal to dissolve the Association requires a majority of at least two-thirds at a General Meeting and in order to be valid, must be confirmed at a subsequent meeting. Also such confirmation requires at least a two-thirds majority of the votes cast. At this second meeting a decision shall also be taken about how the assets, after payment of any debts, shall be used.