The BPCC Updated statutes
ARTICLES OF ASSOCIATION
NAME, REGISTERED OFFICE AND OBJECTIVES
The British Portuguese Chamber of Commerce, also designated by the initials, B.P.C.C., is a non-profit private law association, governed by the following articles of association and applicable civil law.
The head-office of the B.P.C.C. is in Lisbon, at Rua Sacadura Cabral, 65, Piso 0, Loja 6, 1495-703 Cruz Quebrada-Dafundo.
ONE: The object of the B.P.C.C. is to promote trade between Great Britain and Portugal and vice-versa.
TWO: In order to facilitate contacts in the British market, the B.P.C.C. may use the English-language version of its official name.
The B.P.C.C. is barred from practising any political or religious activity.
ONE: Any natural person or corporate body may become a member of the British-Portuguese Chamber of Commerce, provided that they are duly registered, resident in Portugal or abroad, and directly or indirectly participate in British-Portuguese economic exchanges or collaborate or intend to collaborate in the association’s activity and objectives, by virtue of their category, profession or functions, and whose admission request has been approved by the Board of Directors.
TWO: There will be three membership categories:
- Honorary Members: on the basis of a proposal by the Board of Directors, the General Meeting may confer the title of honorary member to persons that merit such a distinction due to relevant services provided to good British-Portuguese economic relations or to the Chamber of Commerce itself, and shall be exempt from payment of membership fees but shall have no voting rights.
- Patrons: All natural persons or corporate bodies, regardless as to whether or not they are members of the Chamber of Commerce, who have made donations or bequests that are considered to be important for pursuit of the Chamber’s objectives. This membership category shall be proposed by the Board of Directors for appraisal by the General Meeting and shall be exempt from payment of the membership entrance fee and annual fees and shall have a seat in the General Meeting with voting rights.
- Effective Members: All natural persons or corporate bodies that, directly or indirectly, take part in British-Portuguese economic exchange, or by virtue of their category, profession or functions, collaborate or intend to collaborate therein, may become effective members.
Effective members are divided into two classes:
– Standard Class – Effective members that are not recognised as having any special rights;
– Corporate Class – Effective members that, due to their personal and financial contribution, are recognised as having special rights.
THREE: Effective members shall pay a membership entrance fee and annual fees in accordance with the terms established by the Board of Directors, whereby the Board may set either a fee in accordance with criteria to be approved by the General Meeting, in which regard there may be various types of entrance fee and annual fee, in accordance with the approved criteria.
ONE: Patrons and effective members have the following rights:
a) Participate and vote in General Meetings, without prejudice to the provisions of the following paragraph;
b) Elect and be elected or nominated for the governing bodies of the Chamber of Commerce, under the terms of the present articles of association, provided that they are resident in Portugal;
c) Benefit from use of the goods and services that the British-Portuguese Chamber of Commerce is able to provide to all members, under the conditions and subject to payment of the fees approved by the Board of Directors, and also enjoy the benefits and privileges that the Chamber of Commerce provides to its members.
TWO: The rights specified in paragraph b) of the previous point may only be exercised after three months following the date of admission of the member.
THREE: The Board of Directors shall establish the special rights of Corporate Class effective members.
Members of the B.P.C.C. have the following duties:
a) Collaborate, by all means at their disposal, in the implementation of the association’s objectives and promote its best possible development;
b) Comply and ensure compliance with the present articles of association and any other regulations that may subsequently be approved by the association’s governing bodies;
c) Comply the decisions of the association’s governing bodies;
d) Perform the positions for which they have been elected or designated, with zeal and diligence, unless there are a special grounds for excuse, recognised to impede the pursuit of such tasks;
e) Pay the membership entrance fee and annual fee in accordance with the amounts set by the Board of Directors;
f) The fees of the B.P.C.C.’s members fall due and must be settled on the first day of the month of January, and members that enter the association after June 1 of each year, shall only be obliged to pay a fee equivalent to half the annual fee.
ONE: The following will lose their membership status, in the following circumstances:
a) Members that do not pay their fees within the deadline set by the Board of Directors:
b) Members that make a request to this effect in writing to the Board of Directors;
c) Members that do not comply with the provisions of these articles of association and also the regulations and warnings made in conformity hereof;
d) Members that gravely offend the good name of the B.P.C.C., or clearly deviate from the objectives pursued by the association.
TWO: The membership status of a B.P.C.C. member may be removed in the General Meeting.
THREE: The decisions taken by the Board of Directors under the terms of point one of this article can be appealed to the General Meeting.
FOUR: In correspondence with paragraph b) of point one of this article, members that desire to withdraw their membership status must present a written request to this effect to the Board of Directors.
SECTION III – GOVERNING BODIES
CHAPTER I – GENERAL PROVISIONS
The Governing Bodies of the B.P.C.C. are as follows:
a) The General Meeting:
b) The Board of Directors:
c) The Statutory Audit Committee.
ONE: The mandates of persons holding positions in the association’s governing bodies shall be of three-year duration, without prejudice to the provisions of point two.
TWO: In the event of interim elections or ratifications, the members of the new governing bodies shall only be responsible for serving the current mandate in progress.
THREE: The Board of Directors may propose to the Annual General Meeting, in the call notice for the meeting, a list of candidates for the respective positions drawn from the members of the governing bodies whose mandate is to terminate that year. Other lists of candidates for these bodies may be presented from February 1 of the respective year up to two days prior to the dispatch to members of the Annual General Meeting’s call notice. Nominations must be presented in writing and seconded by fifteen members with voting rights. These names will be circulated to members together with the call notice.
FOUR: The Board of Directors shall have the power to co-opt members in order to fill temporary vacancies or to exercise other specific tasks, until the following Annual General Meeting that shall ratify this co-optation.
FIVE: The mandate of the Board of Directors may be renewed twice.
SIX: The renewal of the mandate of the Board of Directors more than twice will depend on the resolution taken by a qualified majority of 75% of the votes of the members present.
SEVEN: The limitations on the renewal of the mandate of the Board of Directors foreseen in the previous numbers are not applicable to the members of the remaining governing bodies of the association.
The holder of a position in any of the B.P.C.C.’s governing bodies shall lose his capacity under the following circumstances:
a) If he/she ceases to be a member for any reason;
b) If he/she requests dismissal or is dismissed from his position by a competent authority;
c) If he/she is covered by the provisions specified within the internal regulations of the body where he/she holds his position, resulting in the loss of his/her
ONE: The General Meeting represents all members in full fruition of their membership rights and its decisions are binding for all members.
TWO: The General Meeting shall be chaired by a General Meeting’s Board, constituted by a Chairman and Deputy Chairman.
THREE: The Chairman and Deputy Chairman of the General Meeting’s Board are elected in the Ordinary General Meeting.
The General Meeting meets in ordinary session once per year and in extraordinary session whenever it is convened by its Chairman, at the request of the Association’s Board of Directors or Statutory Audit Committee or at the request of at least ten per cent of the B.P.C.C.’s members.
The General Meeting is responsible for taking all decisions that are not included within the attributions of the other governing bodies of the B.P.C.C., in particular the following:
a) Elect the General Meeting’s Board, the Board of Directors and the Statutory Audit Committee:
b) Discuss, alter and vote the annual report and balance sheet of the accounts presented by the Board of Directors:
c) Render judgement on any matter of an extraordinary nature that merits direct consultation of all members;
d) Dissolve the other governing bodies of the B.P.C.C.;
e) Alter the articles of association and wind up the Association.
ONE: Call notices for the General Meetings shall be made by means of affixing a call notice in the association’s head office at least fifteen days prior to the meeting accompanied by a postal or electronic notice, under the terms of the law, with indication of the day, time and place of the meeting and the respective agenda.
TWO: In its first call notice, the General Meeting may only function if there is quorum of at least half of all members.
THREE: In its second call notice, the General Meeting may take place half an hour after the time set for the first meeting, with any number of members.
ONE: Except under the provisions set in the following point, decisions by the General Meeting shall be taken by absolute majority of the votes of the members present.
TWO: Decisions on the dissolution of the other governing bodies of the B.P.C.C. and on alteration of the articles of association shall be taken by a qualified majority of 75% of the votes of the members attending the General Meeting, and a decision on winding up the association shall be taken by a qualified majority, with a vote in favour by 75% of all members.
ONE: Each member may choose to be represented in the General Meeting by another member, subject to a simple letter delivered to the secretariat of the B.P.C.C. or the Chairman of the General Meeting’s Board up until the start of the respective meeting.
BOARD OF DIRECTORS
ONE: Administration of the B.P.C.C. and its representation in legal and other proceedings pertains exclusively to the Board of Directors.
TWO: The Board of Directors shall be constituted, without prejudice to the provisions of the following point, by a maximum number of fifteen members that may constitute Regional Delegations.
THREE: The members of the Board of Directors shall elect the Chairman and Deputy Chairman from their ranks.
ONE: The Board of Directors is invested with the widest possible powers in order to guide and manage the day-to-day existence of the B.P.C.C., and is specifically responsible for the following:
a) Promote the collection of revenues and settlement of expenses and manage the association’s assets;
b) Practise acts and sign contracts, including bank operations, that prove to be convenient for pursuit of the association’s objectives;
c) Draw up regulations that it deems to be convenient and necessary;
d) Admit new members of the B.P.C.C., under the terms of the regulations approved by it;
e) Draw up a management report at the end of each year to be presented with the balance sheet and accounts statements in the ordinary session of the General Meeting;
f) Comply and ensure compliance with the present articles of association;
g) Comply and ensure compliance with the resolutions validly taken by the General Meeting;
h) Nominate and delegate powers to Sub-Delegations of Commissions
TWO: Except for purely administrative acts, the B.P.C.C. is bound by the signature of:
a) two members of the Board of Directors;
b) one member of the Board of Directors to whom powers have been delegated by the General Meeting under the terms of the respective delegation of powers;
c) a proxy under the terms of the power of attorney granted.
The Chairman of the Board of Directors is responsible for the following:
a) Represent the B.P.C.C.;
b) Chair the meetings of the Board of Directors;
c) Coordinate the activity of the Board of Directors;
d) Execute and ensure execution of the decisions taken by the Board of Directors.
The Deputy Chairman is responsible for the following:
a) Substitute the Chairman in his absence or in the event of an impediment;
b) Permanently assist the Chairman in pursuit of his/her duties;
c) Exercise any other duties for which he/she is designated.
STATUTORY AUDIT COMMITTEE
ONE: The Statutory Audit Committee is the governing body responsible for auditing the association’s economic and financial activities and is constituted by a Chairman and two other members.
TWO: The Statutory Audit Committee meets whenever it is convened by one of its members or at the request of the B.P.C.C.’s Board of Directors or General Meeting.
THREE: The Statutory Audit Committee may request the intervention of an audit firm in order to check the B.P.C.C.’s annual accounts statements.
SECTION IV – FISCAL PROVISIONS
ONE: The B.P.C.C.’s corporate assets are constituted by the assets that the association acquires on an onerous or gratuitous basis.
TWO: The B.P.C.C.’s financial resources are specifically as follows:
a) The entrance fees and annual fees paid by members;
b) Any rents or benefits earned from the B.P.C.C.’s assets or corporate premises;
c) Any other benefits that may be legally obtained.
WINDING UP AND LIQUIDATION
In the event of winding up of the association, the remaining corporate assets, after settlement of the corporate debts under the terms specified in article 184 of Civil Code, shall be appropriated in accordance with the decision taken by members in the General Meeting.