Internal Regulation


CHAPTER I: Membership, Termination of Membership, and Employment of CJBI Staff


Article 1. Membership     

CJBI provides opportunities for citizens of both sexes, who are 18 years old and above to apply for membership. Those members must be an individual who is connected with Cambodia and Japan in business. With the recommendation of the member of the Board of Directors or Executive Committee, CEOs, Directors or companies or organization’s representatives of a legal entity can apply for membership of CJBI regardless of nationalities, gender, color, religion, and political tendencies with the recommendation of a member of the Board of Directors or Executive Committee.

All the CJBI members shall abide by the laws of the Kingdom of Cambodia and Japan as well as comply with CJBI’s statute, internal regulations, and decisions of CJBI.

The application form is shown in ‘Appendix 1’. The process of approval to become a new member is shown in ‘Appendix 2’. The membership fee is 100 USD per year from the date of enrollment and shall not be refunded. The details of the payment process are shown in ‘Appendix 3’.

If the approved member makes any changes to the contents submitted in the application package, especially the company information and contact information, the member shall report to the Administrator as soon as possible.

Article 2.  CJBI Members

Members of CJBI have three categories:
     A.   Founding members: any individuals who contributed physically, mentally, and financially to the establishment of this association.
     B.    Active members: any individuals who actively participate in all of the association’s activities. They are approved by the process regulated by Article 1.
     C.    Honorary members: any individuals who voluntarily provide material or financial support to the association in philanthropic behavior without taking back any benefits from the association. They shall be recommended by the executive committee and approved by the board of directors. The honorary members are exempted from the membership fee.

Article 3. Employee Recruitment

Associations do not fully depend on membership. The association can recruit some employees to work according to the program plans or according to the employment contract for a certain period of time by fully complying with the labor law of the Kingdom of Cambodia.

CJCC provides supportive roles of both general and networking administration functions for CJBI. JICA supports CJCC’s administration function for CJBI in accordance with JICA’s regulation. If necessary, CJCC may recruit new employees for CJBI administration in consultation with the JICA project.


CHAPTER II: Management Structure, Roles, and Duties


Article 4. Structure

CJBI has the following management structure (Appendix 4):

  • Assembly
  • Board of Directors
  • Executive Committee

Article 5. Assembly

Assembly is the top meeting of CJBI. There are two types of Assembly as Ordinary Assembly and Extraordinary Assembly.  

Article 6. Ordinary Assembly

Ordinary Assembly is held annually with the participation of all CJBI members. The procedures, agendas, time, place, are the responsibility of the administration as indicated by the President of CJBI. Summoning of members to the conference shall be made at least 15 days prior to the day of the assembly, with the attachment of the agenda responsible by the Executive Committee. Honorary members are entitled to participate in the assembly, but are not entitled to vote or stand as candidates.

Article 7.  Board of Directors

The Board of Directors is a regulatory management institution of the association with at least 5 (five) members and a term of 2 (two) years. Upon the expiration of each term, the old member has the right to stand as a candidate for re-election. The Board of Directors is chaired by one (1) Chairperson elected from the Board of Directors and another four (4) members.

In case of the absence of the Chairperson, a written transfer must be made to the Vice-Chairperson to lead.

The members of the board of directors will be exempted from the membership fee.

The association will not pay any honorarium to the member of board of directors.

Article 8. Meeting of the Board of Directors

Roles and responsibilities:

  • Review and settle the requests submitted by the President of the association
  • Review and approve on the report submitted by the President of the Association
  • Review and evaluate the activities of the Executive Committee
  • Adopt fundraising for the association
  • Provide guidance to the Executive Committee on management
  • Resolve all necessary requests proposed by the Executive Committee.

The chairperson of the board of directors has the responsibilities for the above-mentioned roles and duties. The vice-chairpersons shall assist the chairperson’s roles and duties.

Meetings and legal aspects:

The Board of Directors shall meet three (3) times per year at the invitation of the Board of Directors and may hold an extraordinary meeting at the request of the Chairman of the Board or the president of CJBI or 2/3 (two-third) of the members of the Board of Directors.

All decisions of the Board of Directors' meeting have legal value only if approved by at least 2/3 (two-thirds) of the quorum of Board members.

The member who is not able to attend the meeting can delegate authority to the chairperson in written form in advance. At least 5 members of the Board of Directors shall attend the meeting otherwise the meeting shall be rescheduled within 1 month. In case there is no necessary information to get approval from the Board of Directors, the report (if any) shall be submitted to the Boards of Directors through email instead of conducting the meeting.

Article 9. Auditors

The details of the accounting policy of CJBI are regulated by the Accounting Policy of CJBI. The Board of Directors selects the Auditors upon the request of the President of the Executive Committee, including the internal auditors and the external auditors. The roles and responsibilities of the auditor are stated separately as mentioned below:

      1. Internal auditor
The internal auditor shall be selected among the members of the Board of Directors to fulfill this duty for two years upon the request of the President of the Executive Committee. When the member of the Board of Directors become an internal auditor, the internal auditor is automatically excluded from the member of the board of director and will be a member of the Board of Director again when the internal auditor terminates her/his duties as the internal auditor. The internal auditor has the roles and duties to audit the accounting team every half of the fiscal year and report the result of the auditing to the president of CJBI and the board of directors. The internal auditor will be exempted from the membership fee. The association will not pay any honorarium to the internal auditor.

      2. External auditor
If necessary, the Executive Committee shall propose the nomination the External Auditor and seek the approval of the Board of Directors.

Article 10. Executive Committee

The Executive Committee is the governing body of the CJBI in accordance with the principles of the assembly decisions. The Executive Committee shall have at least 05 (five) members with a term of 03 (three) years each. The old members of the Executive Committee are entitled to stand as the candidate for re-election. On the other hand, the President of the Executive Committee shall be entitled to stand as the candidate for two terms only (six years).

 The Executive Committee has the following roles and duties:

  • Be in charge of the overall management and administration of the association
  • Propose the amendment to the statute and the internal regulations.

Article 11. President of the Executive Committee

The president of the Executive Committee is the President and the legal representative of CJBI, who is in charge of overall work and is responsible for all the CJBI’s activities. The President shall not serve as the member of the Board of Directors. When the member of the Board of Directors becomes the President, the President is automatically excluded from the member of the Board of Directors. He or she can become a member of the Board of Directors again when the President terminates his/her duties as the President. The president of the Executive Committee shall be selected from outside of CJCC. The President will be exempted from the membership fee. The Association will not pay any honorarium to the President.

The President of CJBI has the following roles and duties:

  • Ensure the implementation of CJBI’s missions
  • Expand the scope and reinforce CJBI’s missions
  • Develop an annual report for the Board of Directors
  • Implement all policies and strategic plans approved by the Board of Directors
  • Review all implemented activities and prepare and submit reports to the Board of Directors
  • Recruit new members to the association
  • Share information and skills related to the association’s activities.

Article 12. Vice President of the Executive Committee

The Vice President of the Executive Committee is the Vice President of CJBI. The Vice-President acts on behalf of the President in his/her absence with the authorization in writing.

The Vice-President shall be appointed from the management of CJCC by the President of the Executive Committee. The Association will not pay any honorarium to the Vice President.

The Vice President of the Association has the following duties and responsibilities:

  • Raise funds to support the association’s activities
  • Shared the responsibilities for the work in the association
  • Sign the standard letter with the approval of the President of the Association if necessary
  • Organizing the meeting when the president of the association is absent.

Article 13. Secretary-General

The Secretary-General shall be chosen from the management of CJCC.
The Secretary-General has the following roles and responsibilities:

  • Manage the administrative work and organize the meetings of the association
  • Keep the documents of the association and make minutes of every meeting of the association, send and disseminate other information
  • Manage the staff of the association
  • Manage various administrative tasks.

The Association will not pay any honorarium to the Secretary-General.

Article 14. Treasurer

The Treasurer shall be appointed from the management of CJCC.
Treasurer has the following roles and responsibilities:

  • Manage all receipts, receipts, and expenses
  • Keep records of income and expenses of the association
  • Manage the budget and financial list of the whole association or other relevant documents monthly, quarterly, semi-annually, and annually for submission to the Executive Committee for review and other reports related to finance as requested by the Board of Directors. The Association will not pay any honorarium to the Treasurer.

Article 15. Advisor

Advisers on the operation and management of CJCC in order to make the association grow and prosper in the future and to report its activities to the President of the Executive Committee. The Advisors provide consultation for the Executive Committee regarding the CJBI’s operation and management and shall report to the president of CJBI. The Association will not pay any honorarium to the Advisor.


CHAPTER III: Rules for Changing Name or Logo or Amending the Statute


Article 16. Changing Name or Logo or Amending the Statute

Changing name or logo or amending the statute may be made upon the request of the President or upon the request of 2/3 (two-thirds) of members in the Executive Committee. Approval on the change shall be within the jurisdiction of the Assembly.

The internal regulation of CJBI may be amended upon the request of the President of the executive committee. Adoption of the amendment of CJBI’s internal regulation shall be within the jurisdiction of the board of directors.


CHAPTER IV: Rule of Managing Resources and Assets


Article 17. About the Resources and Assets management

All revenues of CJBI’s members must be managed by the Treasurer with the signature of the President of the Association. Income in cash or check shall be credited to any legitimate bank account in the Kingdom of Cambodia on behalf of the Association as decided by the Executive Committee. Some of the budgets can be kept in the fund for the necessary use for the association as determined by the Executive Committee. All withdrawals of cash or checks from the bank must be signed by the treasurer and the president or vice-president of the association or can be transferred to a natural person who is a member of the executive committee following the written transfer from the authorized person.


CHAPTER IX : FINAL PROVISIONS


Article 18.

CJBI’s internal regulation shall be effective from the date of signature.
 


Appendix:

    Appendix-1: Format of Application Form
    Appendix-2: Approval Process of Membership
    Appendix-3: Payment Method
    Appendix-4: Structure

Appendix-1: Format of Application Form

Cambodia-Japan Association for Business & Investment (CJBI)
Membership Application Form 
(for an applicant whose company registered in Cambodia)

Appendix-2: Approval Process of Membership

        I. Submit the following documents as an application package

        Applicants whose companies registered in Cambodia

  1. Application form with the name and the signature of the referee (The referee should be a member of Board of Directors or Executive Committee)
  2. Applicant’s CV (Bio Profile) with recent ID Photo (digital or size: 4 x 6 cm)
  3. Certification of a company/an organization
    ​​3.1. Company’s registration with the ministries (Ministry of Commerce, Ministry of Interior…etc.)
    3.2. Patent

       Applicants whose companies registered in Japan

  1. Application form with the name and the signature of the referee (The referee should be a member of the Board of Directors or Executive Committee)
  2. Applicant’s CV (Bio Profile) with recent ID Photo (digital or size: 4 x 6 cm)
  3. Certification of a company/an organization
    3.1. Company number or equivalent number

     II. Submit the application package

       Send the application package to [email protected] (For Japanese applications, send the application package to [email protected] )

     III. Registration and Payment of the membership fee

      When the applicant is approved, the applicant shall make a payment of the annual membership fee. The date of membership registration will be the date the applicants make the payment.

Appendix-3: Payment Method

The fiscal year of CJBI starts from April and ends in March; it is divided into four quarters as following:
    1). Fiscal Year (April-March)
    2). First Quarter: April, May, June
    3). Second Quarter: July, August, September
    4). Third Quarter: October, November, December
    5). Fourth Quarter: January, February, March

In principle, payment for the membership shall be made prior to the beginning of fiscal year of CJBI or April 1st in each year. Payment shall be made for one year. Every payment transaction which is made for the first time from the 20th of the last month of each quarter will be recorded in the next quarter.

Special case: CJBI members could pay the membership fee for 2 or 3 years ahead. 

I. Cancellation

Membership Cancellation

The CJBI Member may cancel or be requested to cancel the membership of CJBI based on the followings:

  • Request from a member with a letter submitted to the Executive Committee for 30 (thirty) days in advance
  • Death of the member
  • Breach of CJBI’s statute, internal regulations or decisions
  • Presentation of false document to CJBI
  • Stealing, threat, assault or abusive language within CJBI
  • Any act or omission which may damage or harm CJBI’s reputation
  • Any criminal offense with the final verdict or judgment from the court of the Kingdom of Cambodia or Japan
  • Illness that makes the member unable to participate in the CJBI’s activities
  • Breach of laws and regulations in the Kingdom of Cambodia or Japan
  • After April, if the member does not pay the membership fee, they are not eligible as the members.  

However, if they confirm to renew the other month, it will be accepted.

Re-enrollment

If the CJBI member would like to become a member again, he/she has to submit the Application form, valid patent and Company's registration with the Ministry of Commerce. Moreover, they can contact CJBI Secretariat for assistance.

II. Code of Conduct

All the CJBI members and employees shall not be allowed to use CJBI’s name to serve for individual interest or the interest of any political party.