Statute


CHAPTER I: Objectives


Article 1. Objectives

CJBI has the objectives as follows:

  1. To provide members with business matching opportunities to facilitate business partnership between Cambodia and Japan;
  2. To provide members with learning opportunities to be ready for promoting business partnership between Cambodia and Japan;
  3. To provide members with business-related information about Cambodia and Japan; and
  4. To proactively create opportunities for Cambodian and Japanese business entities to collaborate together.

CHAPTER II: Name, Office, Logo and Seal


Article 2. Name

The name of this association in Khmer is “សមាគម​ពាណិជ្ជកម្ម​ និង​វិនិយោគ​កម្ពុជា-ជប៉ុន ” and its abbreviation is “ស.ព.វ.ក.ជ . Its name in English is “Cambodia-Japan Association for Business & Investment” and its abbreviation is “CJBI”. ​The name of this association in Japanese is “カンボジア日本ビジネス投資協会” and its abbreviation is “C-J投資協会(C-J Toshikyokai).

Article 3. Office

CJBI’s headquarter is located in Phnom Penh and can be established in some provinces in the Kingdom of Cambodia and Japan, if necessary. The headquarter can be opened, closed, or moved their branch based on the decision of the Executive Committee.

Article 4. Nature

CJBI is a neutral, non-profitable, non-religious, non-racist, non-political, not a tool to political parties by not providing any material, fund, human resource in order to support any political party or candidate or supporter, and is an association that serves members and involve in charity activities.

Article 5. Logo

Logo of CJBI is attached in the appendix.

Article 6. Seal

The association has sealed in a round shape with double lines and 34 mm in size.  It uses blue ink as attached in the appendix.


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


Article 7. Membership

CJBI provides opportunities for citizens of both sexes, who are 18 years old and above to apply for membership. The application for membership must be made in the writing format prescribed by the CJCC.

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

Article 8.  CJBI Members

Members of CJBI have three categories:

  • Founding members: any individuals who contributed physically, mentally, and financially to the establishment of this association.
  • Active members: any individuals who actively participate in all of the association’s activities.
  • 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.

Article 9. 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.

Article 10. Roles and Duties of the Members and Employees

Members and employees of CJBI shall respect and act in accordance with the statute, internal regulation, and any other regulations of the association. No members or employees shall use CJBI’s name to serve for individual interest or the interest of any political party.

Article 11. Termination of the Membership and Staff

The termination of membership and staff of CJBI shall be based on the following conditions:

  • Death or the end of working contract
  • Request for resignation or cancelation of the membership with a written letter submitted to the Executive Committee for 30 (thirty) days in advance
  • Leave job without reasons or fail to fulfill obligations for multiple times
  • Lead CJBI to fragility or negativity
  • Disobey the statute, internal regulation, and decisions of the association and terminated by 2/3 (two-thirds) of the Board of Directors and members of the Executive Committee, after receiving the advice three (3) times from the President of the Association, but still refused to change.
  • Being convicted of a misdemeanor or a criminal offense that issued a final verdict by a court in the Kingdom of Cambodia, Japan, and other countries
  • Having mental illness with a certificate issued by any legal hospital in the Kingdom of Cambodia, Japan, or other countries.

Article 12. Termination and Recruitment of Members and Employees

In case of termination of any Members or Employees,  the Executive Committee shall hold a meeting to recruit a new substitute person based on the principles set in the recruiting Members or Employees of the association.


CHAPTER IV: Management Structure, Roles, and Duties


Article 13. Structure:

CJBI has the management structure as followings:

  • Assembly
  • Board of Directors
  • Executive Committee

Article 14. Assembly

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

Article 15. 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.

The duties of ordinary assembly are: 

  • Review and adopt the composition of the Board of Directors and the Executive Committee at the end of the term
  • Finalize the result of annual work and evaluate the report of activities as well as the financial report of the previous year
  • Review and adopt the principles, working plans, and budgetary for next implementation
  • Review and adopt the amendment to the statute, internal regulations, or working conditions
  • Review and deal with any other tasks requested by the Executive Committee.

Article 16. Extraordinary Assembly

In case of necessity correlated with the common interests of the Association, the Extraordinary Assembly may convene at any time upon the invitation of the president or at the request of one-third of the members of the Executive Committee.

The extraordinary assembly has the following duties:

  • Examine and approve the composition of the Board of Directors and the Executive Committee
  • Review and approve the amendments to the new statute and plans of the association
  • Examine and approve the dissolution and disposal of the association's assets
  • Review and approve the necessary work proposed by the Board and the Executive Committee.

Article 17. Legal Value

All decisions of both types of Assembly shall have legally valued only if they are adopted by the 50% + 1 on the Joint Quorum at least 2/3 (two-thirds) of Assembly’s participation of the Board of Directors and Executive Committee of CJBI.

In case of an equal number of votes, the chairperson of the Assembly shall make a decision. The chairperson of the assembly may be the President of CJBI or an independent person chosen by the assembly.

Article 18.  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 1 (one) Chairman, elected from the members of the Board of Directors and 4 (four) members.

Article 19. 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.

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.

Article 20. Auditors

The Board of Directors selects the auditors upon the request of the President of the Association, including the internal auditors and the external auditors. The roles and responsibilities of the auditor are stated separately.

Article 21. 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 candidates for re-election.

 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 22. Members of the Executive Committee

The Executive Commitee shalled be composed of following members:

 President of the association  01 person 
 Vice president of the association  01 person 
 Secretary General  01 person 
 Treasurer  01 person 
 Advisor  01 person 

Article 23. 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 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 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 24. 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 of the Association in the absence of the President, with the authorization in writing.

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

  • Find funds to support the activities of the association to run
  • Contribute to the responsibilities of 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 25. Secretary-General

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 provide other information
  • Manage the staff of the association
  • Manage various administrative tasks.

Article 26. Treasurer

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.

Article 27. 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 Association.

Article 28. Meeting of the Executive Committee  

The Executive Committee shall meet once a month upon the invitation of the President of CJBI and may hold ad-hoc meetings upon the request of the President of CJBI or 2/3 (two-thirds) of the members of the Executive Committee.

The decisions of the two types of the meetings shall have legal value only if they are adopted by 50% + 1 of the votes with the quorum equal to at least 2/3 (two-thirds) of the members of the Executive Committee.


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


Article 29. 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.


CHAPTER VI: Sources of Resources and Assets


Article 30. About the Sources of Resources and Assets

  • CJBI member’s contribution or subscription
  • CJBI’s personal assets and resources
  • Legal donations from natural persons or legal persons
  • Income from other legal activities.

CHAPTER VII: Rule of Managing Resources and Assets


Article 31. 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 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 VIII: Rules of Dissolution or Manage of the Resources and Assets at the time of Dissolution


Article 32. About the Rule of Dissolution

          Only one convention can decide to dissolve the CJBI. When dissolved, the convention must set up a committee to clear the association's list.

Article 33. About the Rules for Managing Resources and Assets when Dissolved

          All the remaining assets of the CJBI after the settlement of legal debts shall be handed over to any organization or association with the same purpose as this association or by the decision of the Assembly. All members and staff were also disbanded when the association was dissolved.


CHAPTER IX: Final Provisions


Article 34.

          All provisions of the Cambodia-Japan Association for Business and Investment that are contrary to the content of this statute shall be repealed.

Article 35.

          All activities of the Cambodia-Japan Association for Business and Investment shall comply with the statutes set forth in the Ministry of Interior, the Law on Associations and Non-Governmental Organizations, and other legal documents in force.

Article 36.

         The statute of the Cambodia-Japan Association for Business and Investment is valid from the date of signing.