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CHARTER OF

THE AMERICAN CHAMBER OF COMMERCE OF AFGHANISTAN

SERVICE ORGANIZATION

 

PREAMBLE

The American Chamber of Commerce of Afghanistan Service Organization (the “AMCHAM- AFG”) is established as a non-political and non-profitable Afghan Non-Governmental Organization (“NGO”).

 

ARTICLE 1: THE FOUNDERS

1.1 The Founders of the AMCHAM-AFG are:

  1. Khaleeq Ahmad
  2. Terrence Russel “Terry” Arthur
  3. Adam Doost
  4. Christopher Lundh
  5. Farid Ahmad Maqsudi
  6. Majdood Popal
  7. Thomas “Tom” Rosenstock
  8. Masuda Sultan

1.2 The name of the AMCHAM-AFG shall be: “The American Chamber of Commerce of

Afghanistan Service Organization”.

1.3 The AMCHAM-AFG shall be established for an unlimited time period, and shall establish its principal address in the City of Kabul in the Islamic Republic of Afghanistan.

ARTICLE 2: PURPOSE AND ACTIVITIES OF THE NGO

The purpose and activities of the AMCHAM-AFG include:

2.1 The purpose of the AMCHAM-AFG is to identify and promote investment in, and the common interests of, Americans and American businesses operating in Afghanistan, to promote the development of commerce between the United States and Afghanistan and to provide a forum in which American business executives and business executives with American interests may identify, discuss and pursue common interests regarding their activities.

2.2 The AMCHAM-AFG shall not engage in any political activity in Afghanistan nor allow its funds or facilities to be used for political purposes in Afghanistan.

2.3 The AMCHAM-AFG shall respect and obey the Constitution and all other laws of the Islamic Republic of Afghanistan in the furtherance of its goals and in the performance of all its activities.

2.4 The AMCHAM-AFG is a fully autonomous body with the sole freedom to govern without interference its functions and to take all reasonable actions permissible under the laws of Afghanistan in order to achieve its objectives, including and without limitation:

2.4.1 giving, receiving, taking and holding money;

2.4.2 admitting, rejecting and dismissing members;

2.4.3 establishing and collecting dues from members;

2.4.4 employing persons;

2.4.5 purchasing, leasing, selling, developing, mortgaging, exchanging or otherwise acquiring or disposing of real property;

2.4.6 raising loans, giving loans, issuing or accepting debt, or otherwise borrowing or

lending money;

2.4.7 investing or otherwise dealing with funds of the AMCHAM-AFG not immediately required;

2.4.8 subscribing to or guaranteeing money for charitable institutions;

2.4.9 establishing branch offices in Afghanistan;

2.4.10 establishing, subsidizing, cooperating with, becoming a member or affiliate of or otherwise associating with such institutions as the AMCHAM-AFG deems

appropriate;

2.4.11 entering into contracts;

2.4.12 charitably donating funds;

2.4.13 opening and maintaining bank accounts;

2.4.14 instituting and defending suits in courts of law;

2.4.15 applying and holding licenses in accordance with the relevant law;

2.4.16 any other activity which the AMCHAM-AFG feels will further its objectives;

2.4.17 and any and all other permissible activities under the laws of Afghanistan.

2.5 The AMCHAM-AFG’s financial year runs from 1 January until December 31 for each calendar year.

 

ARTICLE 3: MEMBERSHIP

3.1 The AMCHAM-AFG shall be controlled by, and operated for the benefit of, its membership.

3.2 The Board of Directors shall adopt specific membership criteria, but under all circumstances, Voting Members must be businesses registered in the United States, with a registered branch in Afghanistan, or a business registered in Afghanistan with at least

25% (twenty five percent) of its shares owned by U.S. Citizens, or U.S. businesses, and no person who does not meet these criteria may be admitted as a Voting Member.

3.3 The Founding Board of Directors shall establish procedures for accepting and approving applications for membership, as well as establish different membership levels and corresponding dues.

3.4 Members who are organizations, rather than natural persons, shall designate one representative as part of their application. Such representatives shall be permitted to act on behalf of the respective designated Member at meetings.

3.5 The Board of Directors shall maintain membership lists.

 

ARTICLE 4: THE BOARD OF DIRECTORS

4.1 The Board of Directors shall have general supervision and control over all the affairs of the AMCHAM-AFG, and shall have the power to do any act on behalf of the AMCHAM-AFG unless prohibited expressly by these Articles or by relevant law.

4.2 The Board of Directors shall consist of eight (8) Members.

4.3 The Founding Board of Directors shall serve until the first election, and shall consist of:

Khaleeq Ahmad Terry Arthur Adam Doost

Christopher Lundh Farid Maqsudi Madjood Popal

Tom Rosenstock

Masuda Sultan

4.4 Other than the Founding Board of Directors, the Directors shall serve for a term of one year, and shall be elected at a meeting of the Members. Notwithstanding the language of this provision, no Director’s term shall expire until a successor has been duly elected.

4.5 In order to be eligible to serve on the Board of Directors an individual must be (i) a Member or the designated representative of a Member,(ii) a U.S. Citizen or permanent resident, and (iii) resident in Afghanistan for the majority of the year.

4.6 The Board of Directors shall be elected by the Voting Members. Each Voting Member shall be entitled to cast, amongst the nominees, a number of votes equal to, or less than, the total number of directorships that are to be filled. A Member may cast no more than one vote for each candidate.

4.7 A Director shall automatically cease to be a Director under any of the following circumstances:

4.7.1 in the event that he or she shall have been absent, without sufficient cause or permission of the other Directors, from three consecutive meetings of the Board of Directors;

4.7.2 if he or she resigns by notice in writing to the Board of Directors;

4.7.3 by his or her permanent incapacity to perform the duties of a Director due to physical or mental illness or infirmity;

4.7.4 in the event of his or her becoming ineligible to serve as a member of the Board of Directors; and

4.7.5 by the affirmative vote of 2/3 (two thirds) of the Board of Directors for cause.

4.8 The Board of Directors shall have the right to fill temporarily any vacancy on the Board of Directors until the next Annual General Meeting, or until a special meeting is called by the Board of Directors.

4.9 The Board of Directors shall nominate from amongst themselves individuals to serve as the Chairman and Vice Chairman. The Chairman shall preside over meetings of the Board of Directors. The Vice Chairman shall act in place of the Chairman when the Chairman is not present.

4.10 No individual shall be allowed to serve as Chairman for more than one full term of one year, provided that an individual who serves as Chairman for less than a full term, shall be allowed to serve a full term in addition to any partial term served.

4.11 The Board of Directors shall make an annual report to the Members at the Annual General Meeting.

4.12 The Board of Directors shall have authority to approve By Laws addressing the conduct of the Board of Directors, the conduct of Meetings of Directors, election of Directors, and the conduct of the Annual General Meeting, provided, that such By Laws do not in any way conflict with the provisions of this Charter.

 

ARTICLE 5: MEETINGS OF THE BOARD OF DIRECTORS

5.1 The Board of Directors shall meet at least four times during the year for regular or scheduled meetings and may meet at any other time at which a special meeting thereof may be called by the Chairman, or requisitioned in writing by not less than two members of the Board of Directors, at such place as may be determined by the Chairman. The physical presence of all members of the Board of Directors will not be necessary for a meeting and a telephone conference or a meeting conducted via live television/video link shall be sufficient to constitute a meeting provided that the quorum requirements are fulfilled. A Member’s signature on any resolutions taken at a validly called and constituted meeting may be accepted via fax or email if such Member of the Board was participating remotely. The Board of Directors may take any action by written resolution that it is empowered to take at a meeting if the action is taken unanimously and shall be as valid and effectual as any decision taken at a meeting of the Board of Directors.

5.2 Not less than 7 (seven) business days’ notice of any meeting shall be given to the members of the Board of Directors and the agenda of the meeting shall be restricted to the matters specified in the agenda to be annexed to such notice. The period of notice for any meeting may be reduced or waived by the unanimous consent signified in writing by all the members of the Board of Directors.

5.3 The quorum for a meeting of the Board of Directors shall be at least a majority of its members. All meetings shall be held with the option of attendance over telephone or similar means for all of the Directors.

5.4 The Executive Director shall attend all meetings of the Board of Directors or as stipulated by the Board of Directors.

5.5 Other than as provided elsewhere herein, the decisions of the Board of Directors shall be expressed in terms of the views of the majority of the members present and voting and, if the members are equally divided, the Chairman shall have a second or deciding vote.

5.6 The Board of Directors may, from time to time approve by laws, procedures or other rules, and may set forth therein the procedures required to amend or change such documents, provided that the requirements to change such documents may not exceed the authority with which they were established.

5.7 In the absence of the Chairman, the members may elect from amongst themselves a temporary chairman of the meeting who shall, for the duration of such meeting, have the powers and responsibilities of the Chairman, including a second or deciding vote.

 

ARTICLE 6: OFFICERS OF THE AMCHAM-AFG

6.1 The AMCHAM-AFG has the following Officers:

6.1.1 Executive Director;

6.1.2 Secretary;

6.1.3 Treasurer; and

6.1.4 Such other Officers as deemed appropriate by the Board of Directors.

6.2 Each officer may be appointed or removed, with or without cause, by the Board of Directors, and such officer shall have, in addition to the duties described herein, such other duties as may be assigned to him/her from time to time by the Board of Directors, and may have their authority described in greater detail or limited by the Board of Directors or the By Laws of the AMCHAM-AFG.

6.3 The Executive Director shall be responsible for managing the day-to-day operations of the AMCHAM-AFG, and may act on behalf of the AMCHAM-AFG in routine matters. The Executive Director should be a full time professional position, and the Executive Director should not have personal business interests that might conflict with the execution of his/her duties.

6.4 The Treasurer shall manage the finances of the AMCHAM-AFG and shall report to the board of Directors and the Executive Director.

6.5 The Secretary shall manage the books and records of the AMCHAM-AFG, shall take minutes of meetings and record resolutions at meetings of the Board of Directors and meetings of the Members, shall be responsible for maintaining relevant licenses, registrations and other filings required by applicable law and shall report to the Board of Directors and the Executive Director.

 

ARTICLE 7: GENERAL ASSEMBLY

7.1 The General Assembly shall consist of the Membership of the AMCHAM-AFG and shall convene in general meetings, which may be held at any time as determined by the Board of Directors, to conduct business requiring the participation of the membership. At least one general meeting, which shall be designated as the “Annual General Meeting”, shall be held in the fourth calendar quarter of every year. Written or electronic notice of a general meeting shall be given to every member at least one month before each such general meeting.

7.2 The following business shall be conducted at the annual general meeting

7.2.1 Report of the Board of Directors;

7.2.2 Report of the previous year’s accounts;

7.2.3 Election of Directors;

7.2.4 Other matters, which have been properly placed on the agenda.

7.3  Any member who wishes to place an item on the agenda of any general meeting may do so by written notice received by the President at least one week before the meeting.

7.4  A quorum shall be required at all times during meetings if official actions are to be taken. The quorum for any general meeting shall be 20% (twenty percent) of the total votes represented by the qualified voting membership of the AMCHAM-AFG; such qualified voting membership to be determined as of the date occurring one week prior to the general meeting.

7.4.1 In the event no quorum is present at any general meeting, the meeting may be adjourned to a place, date, and time to be determined by the Board of Directors.

Notice of such adjourned general meeting and a copy of the agenda shall be sent to all members at least two weeks before the rescheduled meeting.

7.4.2 If a quorum of members cannot be obtained at the adjourned general meeting, then those present shall be considered a quorum. They shall have the power to conduct all business properly placed on the agenda, but they shall have no power to amend any proposed resolution appearing on the agenda of the adjourned general meeting.

7.5 Adoption of any proposed resolution appearing on the agenda of any general meeting shall be by simple majority of all votes cast, other than for the following actions, which must be approved by a 2/3 (two thirds) majority of votes cast:

7.5.1 The dissolution of the AMCHAM-AFG; and

7.5.2 The amendment or other changes to this Charter.

 

ARTICLE 8: FINANCES OF THE INSTITUTION

8.1 The AMCHAM-AFG shall finance its activities out of its own funds, dues, fees and other charges, grants, contributions, donations, non-profit income or surplus, borrowings and endowments created for the benefit of the AMCHAM-AFG as well as the income derived therefrom and any other lawful source.

8.2 All assets and finances of the AMCHAM-AFG shall be used exclusively in furtherance of the goals of the AMCHAM-AFG or for charitable purposes as described in Article 2 at the reasonable discretion and determination of the Board of Directors, or to the extent that the authority has been delegated to them herein, in the By Laws, or otherwise by the Board of Directors, the officers of the AMCHAM-AFG.

8.3 The AMCHAM-AFG may apply for funding from any source to finance its activities.

However, the AMCHAM-AFG may not accept funds or other material direct support from the government of Afghanistan.

8.4 The Board of Directors shall have the absolute discretion to accept or decline any contribution, donation, gift or grant to the AMCHAM-AFG, including that which may directly or indirectly involve any immediate or subsequent financial liability for the AMCHAM-AFG, or which may be from a source or for an activity or programme considered inappropriate by the Board of Directors.

8.5 If at any time the income of the AMCHAM-AFG is higher than its expenses, the difference shall be used to further education, research and services within the objectives of the AMCHAM-AFG.

8.6 If upon the winding up or dissolution of the AMCHAM-AFG there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed to individual Founders or Members, but shall be given or transferred to one or more charitable institution or institutions which shall prohibit the distribution of its or their income and property amongst its or their members to an extent at least as great as is imposed by this paragraph, such institution or institutions to be determined by the Board of Directors.

 

ARTICLE 9: AUDIT AND ACCOUNTS

9.1 The accounts of the AMCHAM-AFG shall be maintained in such form and manner as may be determined by the Board of Directors and complete statements thereof shall be presented to the Board for approval not more than 60 days following the end of each year.

9.2 The Board of Directors shall appoint an independent auditor who shall carry out such audits, investigations and submit reports thereon as determined by the Board of Directors including at least one comprehensive audit each year. Any independent auditor shall be appointed from a firm of accountants of international standing appointed by the Board of Directors.

 

ARTICLE 10: GENERAL PROVISIONS

10.1 Amendments or additions to this Statute may be proposed by the Members at the Annual General Meeting, or at a special meeting called for such express purpose, or may be proposed to the Members by a resolution of the Board of Directors passed by not less than 2/3 (two thirds) of its total membership. Such amendments or additions shall only become effective with the approval of 2/3 (two thirds) of the Voting Membership in attendance at any validly constituted meeting of the Membership and shall subsequently be registered with the competent bodies in the Islamic Republic of Afghanistan.

10.2 This Charter is confirmed and approved by the Founders in the English language.
Translations may be prepared. If there is any difference of opinion in the interpretation of this Charter, the English version shall prevail.

 

SIGNED AND ACCEPTED ON THIS 24thDAY OF AUGUST 2010 BY A MAJORITY OF MEMBERS OF THE BOARD OF DIRECTORS, AS SET FORTH BELOW:

 

 

 

First Amendment to the Charter of

the American Chamber of Commerce of Afghanistan

Service Organization

The following amendments to the Charter of the AMCHAM-AFG are hereby proposed and made effective when affirmed by a 2/3 majority of the voting members.

 

I. Section 3.2, which currently reads:

“The Board of Directors shall adopt specific membership criteria, but under all circumstances, Voting Members must be businesses registered in the United States, with a registered branch in Afghanistan, or a business registered in Afghanistan with at least 25% (twenty five percent) of its shares owned by U.S. Citizens, or U.S. businesses, and no person who does not meet these criteria may be admitted as a Voting Member.”

Shall be replaced with:

“The Board of Directors shall adopt specific membership criteria.”

 

II. Section 4.2, which currently reads:

“The Board of Directors shall consist of eight (8) Members.”

Shall be replaced with:

4.2 “The Board of Directors shall consist of seven (7) or more members (“Board Members”), as determined by the outgoing Board of Directors following the nomination process, provided that in all cases there shall be an odd number of Board Members. The Board may not have more than two Non-US Board Members.

4.2.1 A “US Member” of the AMCHAM-AFG shall be either (i) a US Citizen or (ii) a company which is a US business registered in the United States, or a business registered in Afghanistan with at least 25% (twenty five percent) of its shares owned by U.S. Citizens or U.S. businesses. No individual or company who does not meet the qualification criteria in this section shall be considered a US Member

4.2.2 A “US Board Member” shall be (i) a US Citizen or permanent resident AND (ii) a US Member of the AMCHAM-AFG or a representative of a US Member of the AMCHAM-AFG. No individual who does not meet the qualification criteria in this section shall be eligible to serve as a US Board Member.

4.2.3 A “Non-US Board Member” must be a representative of a member of the AMCHAM-AFG that is at the Elite Membership level or higher. No individual who does not meet the qualification criteria in this section shall be eligible to serve as a Non-US Board Member.

4.2.4 In All cases the Members of the Board are appointed in their individual capacity, and companies are not elected to, and do not serve on, the Board of Directors.”

III. Section 4.5, which currently reads:

“In order to be eligible to serve on the Board of Directors an individual must be (i) a Member or the designated representative of a Member,(ii) a U.S. Citizen or permanent resident, and (iii) resident in Afghanistan for the majority of the year.”

Shall be replaced with:

“In order to be eligible to serve on the Board of Directors an individual must (i)

be eligible to serve as either a US Member or a Non-US Member and (ii) maintain a regular presence in Afghanistan throughout the year.”

IV. The following Section 4.6.1 shall be inserted after Section 4.6

4.2.5 “The “Voting Members” shall include the following classes of Membership and the votes of each respective member for electing Members of the Board of Directors and for all other votes of the members shall carry the weight of such member’s respective voting weight:

Membership Category                                        Voting Weight

Corporate & Small Business                                                  1

Elite                                                                                        2

Charter and Trustee Members                                               3

V. Section 5.3 will be amended to include the underlined language as follows:

“The quorum for a meeting of the Board of Directors shall be at least a majority of its members. All meetings shall be held with the option of attendance over telephone or similar means for all of the Directors.”

 

Second Amendment to the Charter of

the American Chamber of Commerce of Afghanistan

Service Organization

The following amendments to the Charter of the AMCHAM-AFG are hereby proposed and made effective when affirmed by a 2/3 majority of the voting members.

I. The following shall be added to Section 4.9:

“If the Chairman that is elected by the Board is not either (i) a US Citizen or (ii) the corporate representative of a US Member, then the Vice Chairman must be a US Citizen. Further, following any Chairmanship where the Chairman is not a US Citizen, the following Chairman must be a US Citizen.”

II. The Following shall be added to Section 10.1:

“Any amendments or additions to this Statute must be approved by the Board of Directors, in addition to the membership, in order to become effective, provided, that, if the Board of Directors should not approve any amendment approved by the members, then the amendment shall be returned to the members who, by the vote of both (i) 2/3 of the eligible votes of US members (not just 2/3 of the votes of US members who vote) and (ii) 2/3 of the eligible votes of Non-US members (not just 2/3 of the votes of Non-US members who vote) may override the determination of the Board and such amendment shall become effective .”

III. The Following Shall be added to Section 4.10

“Notwithstanding anything else in this Section 4.10, a US member of the Board may be elected to serve a second term as chairman.”

Approved by General Assembly on January 22, 2014 and by the new Board of Directors on February 16, 20