The European Chamber of Commerce and Industry in Lao PDR was founded in May 2011, and its existence approved by Laotian authorities later in the year. The objects of the ECCIL is to promote and increase business between Lao PDR and EU Member States for their mutual benefit and for the benefit of Members, as stated in the following Articles of Association.

ARTICLE 1.     DEFINITIONS

In these Statutes and the EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY Rules, the following words and expressions shall have the following meanings:

1.1       “Associate Member” shall mean any Associate Corporate Member or Associate Individual Member;

1.2       “Auditor” shall mean one or more qualified persons duly authorized to practice in LAO PDR to audit the accounts of the EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY in accordance with Article 16;

1.3       “Company” shall mean any State-owned or private incorporated company, any majority-owned subsidiary of such company, any partnership, sole proprietorship or association;

1.4       “Corporate Member” shall mean any Ordinary Corporate Member or Associate Corporate Member;

1.5       “EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY Contracts” shall mean any contracts signed by the EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY and third parties relating to Funding, as such contracts are amended or modified from time to time in accordance with the written agreement of the parties thereto;

1.6       “EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY Decision” means the decision of the relevant authorities of LAO PDR authorizing the establishment of the EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY on the terms of these Statutes;

1.7       “EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY Meetings” shall mean any meetings of Members called in accordance with these Statutes and the EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY Rules;

1.8       “EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY Rules” shall mean the rules relating to the day-to-day management and operation of the EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY approved by the Ordinary Members from time to time in accordance with Article 6.4;

1.9       “EC” shall mean the European Commission;

1.10     “EU” shall mean the European Union;

1.11     “EU Member States” shall include any state which is at any time now or in the future a member of the EU;

1.12     “Executive Committee” shall mean the executive committee of the EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY established in accordance with Article 9.1;

1.13     “Funding” shall mean any and all funding received by the EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY;

1.14     “Funds” shall mean any funds provided to or charged by the EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY (including any Funding, fees charged to Members by the EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY and fees charged for Services);

1.15     “Member” shall mean any Ordinary Corporate Member, Ordinary Individual Member, Associate Corporate Member, Associate Individual Member or Honorary Member;

1.16     “Ordinary Member” shall mean any Ordinary Corporate Member or Ordinary Individual Member;

1.17     “Services” shall mean any facilities, activities, services and/or information provided by, or as a benefit of membership, the EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY;

1.18     “Articles of Association” shall mean these Articles of Association and any amendments hereto;

1.19     “LAO PDR” shall mean the Lao People’s Democratic Republic.

ARTICLE 2.     NAME, FORM AND OFFICES OF THE EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY

2.1       The name of the association:
English name: EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY IN LAO PDR
(“EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY”)

2.2       The EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY shall be an unincorporated, independent, non-political, non-profit making association established under these Statutes and shall operate in LAO PDR in accordance with the provisions of the
EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY Decision and the laws of LAO PDR.

2.3       The main office of the EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY shall be established in VIENTIANE Capital.
The EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY shall establish any number of offices in such cities and provinces of LAO PDR as the Executive Committee shall approve in accordance with the laws of LAO PDR and the EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY Rules, at such addresses as the Executive Committee sees fit from time to time. If decided by the Executive Committee, the EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY may share office premises with third parties.

ARTICLE 3. OBJECTS OF THE EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY

The objects of the EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY shall be to promote and increase business between LAO PDR and EU Member States for their mutual benefit and for the benefit of Members including:

3.1       To facilitate and increase two-way investment, business and trade flows between LAO PDR and EU Member States;

3.2       To assist in the development of the LAO PDR economy through the internationalization of LAO PDR companies;

3.3       To raise the profile of LAO PDR in the EU business community and the profile of the EU in the LAO PDR business community;

3.4       To complement the bilateral activities carried out by missions and/or business organizations of EU Member States;

3.5       To support the EU in accordance with the provisions in these Articles of Association and any EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY Contracts and to provide Services to Members and non-Members relating to economic, legal, technical, financial, market and other business issues in the EU and LAO PDR;

3.6       To facilitate the creation of strategic alliances between small and medium size companies of LAO PDR and EU Member States;

3.7 To promote partnerships with Local Business Schools or Universities to develop trainings or workshops for students who might be potential talents for corporate companies as well as for staffs who need additional education.

3.8 To represent the European Business community in sessions organized through the LAO BUSINESS FORUM aiming at enhancing the dialogue between Public and Private Sector.

         1. To undertake all activities to achieve the above-stated objects, in conformity with these Statutes, the EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY Rules and the EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY Decision.

ARTICLE 4. MEMBERSHIP

4.1       Membership in the EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY shall be divided into three (3) categories:

(a) Ordinary Members which may be either:

1. Ordinary Corporate Members: companies in good standing
2. which are established under the laws of any EU Member State or
3. which are subsidiaries of such companies or
4. which can demonstrate to the satisfaction of the Executive Committee that

they have substantial ties to the EU
And which have a legal presence in LAO PDR in a form permitted by the laws of LAO PDR;

or

(ii)        Ordinary Individual Members: individuals of good standing who are nationals of any EU Member State and who can demonstrate to the satisfaction of the Executive Committee that they are actively involved in business, trade, investment and/or other permitted activities in LAO PDR but are not members of an organization which is a Corporate Member and who are ordinarily resident in LAO PDR.
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(b) Associate Members which may be either:

(i) Associate Corporate Members:

(1) Companies in good standing which are established under the laws of LAO PDR;

or

(2) Companies in good standing

1. which  are established under the laws of any EU Member State or
2. which are subsidiaries of such companies or
3. which can demonstrate to the satisfaction of the Executive Committee that

they have substantial ties to the EU
But which do not have a legal presence in LAO PDR in a form permitted by the laws of LAO PDR.

(ii) Associate Individual Members: individuals of good standing who are nationals of any EU Member State and who can demonstrate to the satisfaction of the Executive Committee that they are actively involved in business, trade, investment and/or other permitted activities in LAO PDR and/or the EU.
(c) Honorary Members: individuals who have made, or are likely to make, a special contribution to the EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY and who are invited by the Executive Committee to become Honorary Members of the EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY.

4.2       Corporate Representation
Each Corporate Member shall appoint one of its officers or employees to represent it at EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY Meetings (“Company Representative”). Each Company Representative shall be appointed by the Corporate Member giving written notice to the Executive Committee and may be removed and replaced at any time by the Corporate Member giving the Executive Committee written notice of his/her removal and the name of his/her replacement.

ARTICLE 5.     APPLICATION AND ELECTION FOR MEMBERSHIP

Every candidate wishing to apply for admission to the EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY as a Member must submit its application in the form prescribed by the Executive Committee to the main office address of the EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY. Applications shall be considered by the Executive Committee at the next Executive Committee Meeting following receipt of a duly completed application form and the Executive Committee will promptly notify an applicant whether or not it has been elected as a Member. Election of a candidate as a Member will be valid from the date when a majority of the Executive Committee Members approves the application of such candidate.

ARTICLE 6.     RIGHTS AND DUTIES OF MEMBERS

6.1       Each Company Representative of an Ordinary Corporate Member and each Ordinary Individual Member shall be entitled to one vote at EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY Meetings and to serve on the Executive Committee.

6.2       Neither Associate Members nor Honorary Members shall be entitled to vote at EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY Meetings or to serve on the Executive Committee in their capacity as Associate or Honorary Members.

6.3       All Members shall be equally entitled to have such access to the Services of the EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY as is permitted under these Statutes and the EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY Rules, and upon payment of any fees charged to Members in respect thereof.

6.4       A Two Third (2/3) majority of Ordinary Members present in person or by proxy at an EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY Meeting shall have the right to approve the adoption of the EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY Rules and any amendments thereto.

6.5       Each Member shall be deemed by virtue of his/her membership to agree to abide by these  statutes and the EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY Rules and to pay any fees charged by the EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY in accordance with these Statutes and the EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY  Rules.

6.6       No Member shall, by reason of membership of the EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY, be liable for any debt or obligation of the EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY in the absence of an express written promise to accept such liability.

6.7  Honorary Members may be elected for life or for such period as the Executive Committee shall decide and may be removed from the EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY by resolution of the Executive Committee. Except as otherwise stated herein, Honorary Members shall be entitled to all the privileges of Associate Members except that they shall not be entitled to claim any share of the property of the EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY on dissolution of the EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY and shall not be obliged to pay any annual fees for being Members of the EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY.

ARTICLE 7.     RESIGNATION, EXPULSION AND TERMINATION OF MEMBERS

7.1       Any Member desiring to resign from membership of the EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY must deliver written notice of its resignation to the main office address of the EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY. Every resignation notice shall be deemed to take effect on the date stated in the notice, and may not have any retroactive effect, or if none, on the date that such notice is received by the EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY.

7.2       The Executive Committee may, by written notice, invite any Member to resign its membership of the EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY if such Member has breached these Statutes or the EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY Rules, or if, in the opinion of the Executive Committee, such Member has conducted himself/herself in an unbecoming manner or allowing such Member to remain as a Member would bring discredit to the EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY. If the Executive Committee has not received the resignation of a Member invited to resign or has not withdrawn its invitation for the Member to resign within fourteen (14) days after the date of the invitation to resign, the Executive Committee may recommend the expulsion of that Member from the EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY at an Executive Committee Meeting. A resolution to expel a Member passed by a majority of the Executive Committee Members shall be final and binding on the Member.

7.3       Membership will be automatically terminated on the date that a Member dies, resigns, is declared bankrupt or insolvent by a court of competent jurisdiction, is dissolved or ceases to carry on business, ceases to be eligible as a Member, is expelled under Article 7.2 above, is over fifty (50) days in arrears of payment of any fees due to the EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY or is declared by a court of competent jurisdiction to be legally or mentally incompetent.

7.4       Each Member shall on termination of its membership of the EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY for whatever reason forfeit all right to and claim upon the EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY and its property and funds and shall not be entitled to any refund of fees paid to the EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY.

ARTICLE 8. THE EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY MEETINGS

8.1       The Executive Committee Chairperson shall call and chair all EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY Meetings in accordance with the EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY Rules. The Executive Committee Chairperson shall be considered as the President of the EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY.

8.2       The EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY Meetings shall be regulated in accordance with the provisions of these Articles of Association and the EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY Rules.

8.3       An annual EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY Meeting (the “Annual EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY Meeting”) shall be convened by no later than the 31st day of March of each year to proceed to the followings:

(a) to consider the annual report established by the Executive Committee on the affairs and activities of the EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY;

(b) to consider and approve the previous year’s accounts;

(c) to elect new Executive Committee members;

(d) to appoint an Auditor duly authorized to practice in LAO PDR; and

(e) to discuss or conduct any other matters notified in writing by any Member to the Executive Committee at least seven (7) days prior the Meeting.

If the Executive Committee Chairperson fails to call the Annual EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY Meeting as required under these Articles of Association or upon reasonable request to do so by any Ordinary Member, then any five (5) Executive Committee Members or any two third (2/3) majority of Ordinary Members may by notice in writing to all Members call an EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY Meeting. All Members shall be notified of the EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY Meeting by post or messenger delivery, not less than fourteen (14) days prior to the date of Meeting. The notice shall include date, time venue, and agenda of the Meeting.

8.4       The quorum for EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY Meetings shall consist of not less than one third (1/3) of the Ordinary Members present in person or by proxy. If after a period of thirty (30) minutes subsequent to the scheduled time as mentioned in the said notice for the Meeting there is not a quorum present, then the Meeting shall be postponed for seven (7) days thereafter and shall be held at the same time and place. Further notification to the Members shall be required. A quorum shall be deemed to exist at the subsequent meeting irrespective of the number of Members present.

8.5       Unless otherwise stated herein, resolutions at EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY Meetings shall be passed by a simple majority vote of the Ordinary Members present in person or by proxy.

8.6       The Executive Committee may invite, at its discretion, any persons to attend EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY Meetings on a regular or a case-by case basis.

         1. Extraordinary EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY Meetings, (the “Extraordinary EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY Meetings) shall be called to discuss and vote on specific matters. Call and notice for such meetings shall be made in the manner prescribed in Article 8.3 above and procedures at the meeting shall be as prescribed in Articles 8.4 to 8.6 above, save for a vote on dissolution of the EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY which shall be as provided for in Article 15.2 below, vote on amendments of the Statutes which shall be as provided for in Article 14.1, vote on approval of adoption of the EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY Rules and of any amendments thereto as provided for in Article 6.4.

ARTICLE 9.     EXECUTIVE COMMITTEE OF THE EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY

9.1       The activities of the EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY shall be managed by an Executive Committee elected by the Ordinary Members at an EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY Meeting and shall consist of up to eleven (11) persons of good standing who are either Corporate Representatives of Ordinary Corporate Members or Ordinary Individual Members (“Executive Committee Members”).

9.2       The day-to-day operations of the Executive Committee shall be managed by an executive director who shall be an European national duly appointed by the Executive Committee to be the executive director of the Executive Committee. The executive director shall execute the general affairs of the Executive Committee in accordance with the objectives, policies, constitution and regulations of the EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY under the supervision and control of the Executive Committee. The executive director shall be assisted by support staff of EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY.

9.3       Persons who are eligible for election as Executive Committee Members must be proposed  and seconded by Ordinary Members and must consent in writing to such nomination. Election of Executive Committee Members shall take place in accordance with the voting procedures set out in the EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY. Rules provided that at least Seven (7) Executive Committee Members are nationals from EU Member States.

9.4       Executive Committee Members shall be elected once (1) each calendar year at the Annual EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY for a term of office commencing on the date of his/her election and, subject to Article 9.7, terminating on the date of the next Annual EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY Meeting at which new elections take place, and may be re-elected for subsequent terms.

9.5       The Executive Committee shall elect among the Executive Committee Members a Chairperson, 2 Vice-Chairpersons and a treasurer, on a majority vote and for a term of office commencing on the date of his/her election, subject to Article 9.6, terminating on the date of the next EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY Meeting at which new elections take place, and may be re-elected for subsequent terms.

9.6       If an Executive Committee Member wishes to resign from the Executive Committee, is absent from three consecutive Executive Committee Meetings, ceases to be ordinarily resident in LAO PDR, ceases to be the Corporate Representative of an Ordinary Corporate Member or to be an Ordinary Individual Member, or is requested to resign from office at any time pursuant to a resolution of a two-thirds’ (2/3) majority vote of the Executive Committee Members, then he/she shall, on request of the Executive Committee, give written notice of his/her resignation to the Executive Committee or, if no such notice is given within two weeks of request for the same by the Executive Committee, he/she shall be deemed to have resigned from the Executive Committee. On resignation or termination of office of any Executive Committee Member for any reason before the expiration of his/her normal tenure of office, the remaining Executive Committee may invite another eligible Ordinary Member to fill the vacancy and such Ordinary Member shall remain in office until the next Annual EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY Meeting at which Executive Committee elections take place.

9.7       The Executive Committee shall regulate its own proceedings as it sees fit in accordance with the provisions of these Statutes and the EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY Rules. Generally and without limiting its powers, the Executive Committee shall:

(a) through its executive director manage and supervise the day-to-day operations of the EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY and the implementation of any EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY Contracts;

(b) submit the EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY Rules and any subsequent amendments thereto for approval by the Ordinary Members;

(c) establish such common interest sub-committees and/or groups under the Executive Committee as the Executive Committee sees fit;

(d) establish the budget of the EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY;

(e) have such powers and undertake all such activities as the Executive Committee, in its sole discretion, considers necessary or desirable for the Executive Committee to operate the EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY in accordance with these Statutes, the EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY Rules, the EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY Decision and the laws of LAO PDR.

9.8       The Executive Committee Chairperson shall hold office for a term equal to his/her term as an Executive Committee Member and shall call and chair all Executive Committee Meetings (or, in his/her absence, a Vice Chairperson or another Executive Committee Member nominated by him/her shall chair Executive Committee Meetings).

9.9       The Executive Committee shall meet at least once every three (3) months. If the Executive Committee Chairperson fails to call sufficient Executive Committee Meetings, then any three Executive Committee Members may by written to all Executive Committee Members, call an  executive Committee Meeting.

9.10     The quorum for all Executive Committee Meetings shall consist of not less than Four (4) Executive Committee Members.

9.11     At Executive Committee Meetings, each Executive Committee Member present shall have one vote and resolutions shall be passed by majority vote. In the event of equality of votes at any Executive Committee Meeting, the Executive Committee Chairperson shall have a casting vote.

9.12     The Executive Committee may invite, at its discretion, any Members or other persons to attend Executive Committee Meetings on a regular or a case-by-case basis, as decided by the Executive Committee.

9.13     Unless specifically stated otherwise herein, all documents relating to the EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY shall be valid if approved at an Executive Committee Meeting and signed by any two (2) Executive Committee Members.

9.14     All Executive Committee Members including the Executive Committee Chairperson and the 2 Vice Chairpersons shall be indemnified and held harmless by the EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY against all losses, liabilities and expenses threatened, incurred or suffered by him/her in connection with his/her term of office as an Executive Committee Member and as Executive Chairperson and Vice Chairperson (whether arising during or after such term of office) provided that such Executive Committee Member and such Executive Committee Chairperson and Vice Chairperson in such event have acted honestly and in good faith and in a manner he/she believed to be in, or not opposed to, the best interests of the EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY.

ARTICLE 10. FUNDS, PROPERTY AND FINANCIAL MATTERS

10.1     The EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY shall be entitled to receive Funds and shall pay for its operational expenses from the Funds received provided that any Funding of the EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY is used in accordance with the terms of the EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY Contract under which such Funding is provided.

10.2     The EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY shall charge such fees for Services made available by the EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY to Members and non-Members as are, in the sole discretion of the Executive Committee, necessary to cover the expenses of the EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY according to the EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY budget, on a non-profit making basis and in accordance with the guidelines set out in the EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY Rules.

10.3 The EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY shall open such bank accounts for receipt and disbursement of the Funds as the Executive Committee sees fit and on such terms as are agreed by the Executive Committee (“Bank Accounts”). All Bank Accounts of the EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY shall be opened either:

(a) in the name of the EUROPEAN CHAMBER OF COMMERCE, or

(b) in the joint names of any two Executive Committee Members, or

(c) in the names of any one (1) Executive Committee Member and any one other person approved by the Executive Committee and, in the case of (b) and (c), the persons in whose names the Bank Accounts are opened shall hold the monies of the EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY as trustees for the EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY. No amendment to bank mandates for, or withdrawal or payment from, any Bank Account may be made unless such amendment or request for withdrawal or payment is signed by at least any two (2) Executive Committee Members or by any one (1) Executive Committee Member and any one other person approved by the Executive Committee.

10.4     The EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY shall set up and maintain such budgets and accounting systems as the Executive Committee sees fit and annual financial statements of the EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY shall be prepared and audited by independent audit firms, in conformity with the provisions of the EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY Rules.

10.5     The accounts of the EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY shall begin on 1st January and shall end on 31st December of each year, except in the first year of the EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY when the accounts shall begin on the date of adoption of these Statutes and shall end on 31st December of the same year.

10.6     The EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY shall deal with the property of the EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY as the Executive Committee shall from time to time direct in accordance with these Statutes and the EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY Rules.

10.7     Except as otherwise stated herein, all property of the EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY shall be vested in the name of the EUROPEAN CHAMBER OF COMMERCE or in the names of any two Executive Committee Members as trustees for the EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY.

10.8     Upon termination of the term of office of any Executive Committee Member, he/she shall sign all papers and take all action necessary to change bank accounts and mandates and to transfer the property of the EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY to other Executive Committee Members and if such action is not taken within three (3) days after termination of any Executive Committee Member’s term of office, the Executive Committee Chairperson shall be entitled to sign all such papers on his/her behalf.

ARTICLE 11. AMENDMENT OF THE ARTICLES OF ASSOCIATION

11.1     Subject to Article 14.2, these Statutes may be amended only by resolution passed by a three-quarters’ (3/4) majority vote of the Ordinary Members present in person or by proxy at an EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY Meeting called for such purpose.

11.2     No amendment to these Statutes will be effective until the date that the competent authorities of LAO PDR give any requisite approval of such amendments to these Statutes required under the EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY Decision or the laws of LAO PDR.

ARTICLE 12. ESTABLISHMENT AND DISSOLUTION OF THE EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY

12.1     The EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY shall be established on the date that these Articles of Association are adopted by the first two persons eligible to be Ordinary Members at a EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY Meeting called for such purpose.

12.2     Dissolution of the EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY can be effected  only by a resolution passed by a three-quarters’ (3/4) majority vote of the Ordinary Members present in person or by proxy at an EUROPEAN CHAMBER OF COMMERCE Meeting called for such purpose.

12.3     Any property or assets of the EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY remaining after dissolution of the EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY shall be transferred to the persons or companies nominated by the Executive Committee for such purpose.

ARTICLE 13. AUDITOR

One or more qualified persons not members of the Executive Committee shall be elected as Auditors at each Annual EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY Meetings. They shall be required to audit the annual accounts of the EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY and the accounts for any periods as required by the Executive Committee.

ARTICLE 14. GOVERNING LAW AND DISPUTES

14.1     These Articles of Association and the EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY Rules shall be governed by the Lao law. In the event of conflict between the provisions contained in the Statutes or in the EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY Rules and the laws of LAO PDR, the EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY shall comply with the laws of LAO PDR.

14.2     Any disputes between Members and/or persons appointed to the Board of Governors relating to the EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY which can not be resolved amicably shall be settled by majority vote of the Executive Committee.

14.3     The Executive Committee shall attempt to resolve amicably any disputes between the EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY and third parties (other than Members or persons appointed to the Board of Governors) and, if amicable resolution of a dispute is not possible, then to settle such disputes in Vientiane by three arbitrators from the Lao National Chamber of Commerce in accordance with its rules and the Executive Committee shall attempt to ensure that all contracts signed on behalf of the EUROPEAN CHAMBER OF COMMERCE AND INDUSTRY contain a dispute resolution clause accordingly.

These Articles of Association were adopted on 3rd May 2011