THE COMPANIES ACT 1994

(ACT XVIII OF 1994)

(A COMPANY LIMITED BY GUARANTEE)
ARTICLES OF ASSOCIATION
OF
THE NORDIC CHAMBER OF COMMERCE AND INDUSTRY IN
BANGLADESH (NCCI)

1. The Regulations contained in the 7th Schedule to the Companies Act, 1994 shall along
with the Regulations hereinafter adopted to be Regulations of the NCCI.

2. In theses Articles unless there be something repugnant in the subject or context

inconsistent therewith:-

“NCCI” means The Nordic Chamber of Commerce and Industry in Bangladesh.

"Nordic" means with origin from any of the countries Denmark, Faeroe Islands, Finland,
Iceland, Norway or Sweden.
“Bangladesh” means the People’s Republic of Bangladesh.
“Articles” means the Articles of Association.
“AGM” means the Annual General Meeting.
“Committee” means the Committee of the Directors or Governing Body.
“Office bearers” means the President, Vice President, Treasurer and Secretary General
nominated by the Committee.
“Member” means a Members of NCCI and includes Corporate Members, Individual
Members and Honorary Members.
“Meeting” means any meeting of NCCI or any of its Committee but shall not include
AGM or Extraordinary General Meeting (EGM).
“Him or his” also includes the feminine gender.

3. The business of the NCCI shall include one or several of the objects expressed in the
Memorandum of Association.
 MEMBERS

4. Membership is open for all Nordic individuals and all legal entities (companies and
organizations) registered in a Nordic country or in Bangladesh having at least 20%
Nordic ownership.

5. The NCCI Committee can by simple majority grant Membership to companies and
individuals that do not meet above mentioned Membership requirements for a period of
up to 3 years. Non-Nordic Members will enjoy the same rights and responsibilities as all
other Members once selected. A maximum of 1/4 of total Members of NCCI can be
selected Members. Membership is only valid after payment of the enrolment and annual
fees and shall be entered in the Register of Members accordingly. All Members shall
abide by the Articles, Bylaws, Regulations and objects of the NCCI.

6. Selected Members – whether company representatives or individual Memberships can be

selected for a second or third period if clear advantages for NCCI exist in having the
Members and if the Committee by simple majority agrees to an extension for a second or
third period.

7. The Membership shall comprise of three categories:-

(a) Corporate Member:

This category is for any legally registered Representative Office or branch of a
Nordic Company or Organization in Bangladesh involved in trade and commerce
between Nordic countries and Bangladesh and are having at least 20% Nordic
Membership – or otherwise has been granted selected Membership by the NCCI
Committee.

(b) Individual Membership:

This category is for any individual over the age of 18 working in a legally registered
representative office or branch of a Nordic company or organization in Bangladesh
and Nordic citizens working, living or studying in Bangladesh. Also non-Nordic
individuals granted selected Memberships falls within this category.

(c) Honorary Membership:

The NCCI Committee can by unanimous committee decision grant honorary
memeberships to companies and individuals. Any person recognized for their
 outstanding accomplishments and stature in the community and who have made
notable contributions to the promotion of Trade and Commerce between Nordic
counties and Bangladesh may be invited by the Committee to become Honorary
Members of the NCCI. The Committee may invite the Nordic ambassadors to
become honorary Members.

VOTING RIGHTS

8. Only Corporate Members shall (through their designated representatives) have the right
to vote at the Annual General Assembly (one vote per company) and on matters under
consideration by the NCCI or any Committee.

ACCEDING TO AND SECEDING FROM THE COMMITTEE

9. Individuals or organizations that wish to become Members should forward a written

application to the Committee and provide information of company and personal data.
(Members of NCCI shall be informed about new Membership applications two weeks
before the Committee meets to decide.) The Committee’s decision as to an applicant’s
qualification for Membership shall be final.

10. Upon the approval by the Committee of an applicant for Membership, notice thereof
shall be given to the successful applicant, who shall be furnished with a copy of the
memorandum of Association and these Articles. Membership is effective upon payment
of any enrolment fee and annual Membership fee.

11. Members who wish to secede from the NCCI shall do so in writing to the Committee at
least 30 days before the end of any calendar year.

MEMBERSHIP FEES

12. In order to cover the running costs of the NCCI, an enrolment fee (one time) as well as an
annual subscription fee shall be paid by each Member. The amount for each Membership
category shall be annually determined by the Committee and, subject to confirmation by
the Members at the AGM and the approval by the Ministry of Commerce, shall be
effective and payable on January 1 each year. The NCCI may also receive donations.
 Enrolment Fees (One time)
1) Corporate Member: USD 500
2) Individual Member: USD 100
3) Honorary Member: None

Annual Subscription Fee:

1) Corporate Member: USD 300
2) Individual Member: USD 100
3) Honorary Member None

13. The Committee may suggest sub categories for each Membership category for approval
by the AGM.

14. Any Member who is in default of payment for more than 3 months of the annual fee shall
be given 30 days notice, and if at the end of such notice period the dues have not been
paid, the Membership shall automatically cease.

THE COMMITTEE (THE GOVERNING BODY)

15. The Committee shall consist of seven (7) Directors elected annually by the Corporate
Members at the AGM. All Members of NCCI are entitled to run for the Committee. If
need arises to increase or decrease the number of Directors, it may be done only through
an AGM. (The Committee should have a minimum of four Nordic companies among its
Members at any given time, and thus a maximum of 3 Members may be from individual,
non-Nordic companies or honorary categories. A Nordic company may nominate a non-
Nordic representative to the board.

16. Immediately on registration of the NCCI, the subscribers of the Memorandum of

Association shall constitute the first Committee (ad-hoc committee) of the NCCI and
shall nominate their own Members to be the first President, Vice President, Treasurer,
and Secretary General who shall as soon as may be convenient thereafter, convene a
General Meeting. At the General Meeting so convened, the subscribers shall retire as
Committee Members, but shall be eligible for re-election as Committee Members, who
then shall appoint the Office bearers. Election are to be held as per TO Rules.
17. The Committee elected annually by the Members of NCCI shall manage the day-to-day
affairs of NCCI. The new Committee shall take office on April 1st of each year and the
outgoing Committee shall be responsible for all office activities of NCCI occurring
before March 31st.

18. Names of candidates for the Committee shall be proposed at the Annual General
Meeting. Election will follow a simple majority vote of the Members present.

19. The Committee shall nominate and appoint among themselves the four (4) Office bearers
of President, Vice President, Treasurer and Secretary General.

20. No Officer bearers may hold the same post for more than 2 consecutive years. All
committee Members stand for election every year.

21. In addition to the elected Members of the Committee the Ambassadors of Denmark,
Sweden and Norway in Bangladesh shall be ex-officio Members of the Committee
without voting rights. If the Ambassadors are not able to attend a Committee meeting
they may be represented by a Member of the staff of their respective embassies in
Bangladesh. Since Finland and Iceland are an integral part of the Nordic group, NCCI
will welcome the Ambassadors of Finland and Iceland accredited to Bangladesh to
participate in the NCCI with privileges similar to the Nordic Ambassadors based in
Bangladesh.

22. The Committee Member will lose his seat if he resigns from the NCCI or leaves
Bangladesh. The Committee shall have the power to appoint a Member to the Committee
until the next AGM. If the number of representatives elected by the AGM falls to less
than five an extraordinary GM may be called for electing new candidates for all vacant
posts since the last AGM.

23. Committee meetings:

a) The meetings of the Committee shall be presided over by the President. In his
absence the Vice-President will act instead of him in all meetings or other affairs and
activities of the NCCI. The Treasurer shall manage the day-to-day financial affairs of
the NCCI. The Secretary General shall keep all official documents and minutes of
meetings in good order.
 b) Committee Meetings shall be held whenever considered necessary and not less than
once every four (4) months. Seven (7) days of notice for a Committee meeting shall
be given. The Committee shall decide all questions by simple majority. In case of
equality of votes the President shall have the deciding vote. At lease 3 elected
Committee Members shall form a quorum.

24. Powers of the Committee:

a) The Committee, in addition to the powers hereinafter specially conferred upon it,
shall be vested with the direction and general management of NCCI for properly
carrying out the objectives of NCCI in accordance with the Memorandum of
Association and these Articles.

b) The Committee shall have the full power to propose the adoption or amendment of
bylaws regulating the affairs of the NCCI in any matter not provided for in these
Articles. Such proposal shall come into operation when adopted by the AGM.

c) The Committee shall have power to authorize the expenditure of such sums as it may
deem fit from NCCI funds for NCCI purposes.

d) The Committee may appoint a sub-committee and co-opt Members to the Committee
as and when deemed necessary or expedient.

e) The Committee shall have power to appoint, pay and dismiss a hired secretary and
such other officers, as it may deem necessary.

f) The Committee may not act contrary to decisions made at General Meetings without
first referring such matters to a General Meeting for approval.

g) The Committee may suspend for a period of up to six (6) months, or expel, a
Member who is in persistent default of the Articles, Bylaws and Regulations of
NCCI, or whose conduct is unbecoming or against the interest of the NCCI. Where
the Committee intends to exercise its power under the rules, the Member concerned
shall be given notice of the conduct complained of, and shall be given a reasonable
opportunity to explain its position in writing or otherwise. The Committee’s decision
shall be final.
 h) The Committee shall have the full power to make, add to, alter or reject by laws
regulating the affairs of the NCCI in any matter not provided for in the Rules. Such
by laws so made shall come into operation at such time as is fixed by the Committee
and confirmed at the next AGM.

PRESIDENT/VICE PRESIDENT

24. The President, and in his absence the Vice-President shall:

a) Act as President at all Committee and General Meetings and shall be responsible
for the proper conduct of business at such meetings.

b) Represent NCCI in its dealings with Governments agencies, the media, the
public, other Chambers of Commerce and national business groups.

c) Have a second and deciding vote at Committee Meetings when voting otherwise
stands equal.

TREASURER
25.
The Treasure shall:
a) Retain all funds collected, and disburse all money on behalf of NCCI and shall
keep an account of all monetary transactions, and shall be responsible for their
correctness.

b) Issue and sign receipts, vouchers and other related documents for money received
on behalf of NCCI.

c) Render such financial reports of statements to be submitted at each Committee

meeting and an annual Statement of Accounts and a Balance Sheet as of 31st of
December each year for submission to the Annual General Meeting.

d) Deposit all money and other valuable belonging to the NCCI in such bank or banks
as may be designated or approved by the Committee, except such sum in cash the
amount of which shall be fixed by the Committee from time to time to meet petty
cash expenses on behalf of NCCI.
 e) Sign cheques issued by NCCI. Each of the other three Office bearers may sign
cheques on behalf of the NCCI. The cheque book is kept with the Treasurer.

f) Perform such other functions as may be required of him by the Committee.

SECRETARY GENERAL
26.The Secretary General shall:
a) Keep all records, except financial records of NCCI.
b) Record the decisions of the committee and minute them for approval.
c) Be responsible for keeping accurate and up to date records of Members of NCCI.
d) Keep minutes of General Meetings and Committee meetings.
e) Notify the relevant authorities of any changes in office bearers and in the Articles.

SUB COMMITTEES

27. All sub committees shall periodically report their proceedings to the Committee at its
meetings and shall conduct their business in accordance with the directions of the Committee.

ANNUAL GENERAL MEETING (AGM)

28. The AGM shall be held once in every calender year, on a day and place to be fixed by the
Committee, A notice of the meeting and the particulars of the agenda must be sent to every
Member at least fourteen (14) days before the meeting. First general meeting shall be held not
less than 30 days and not more than 90 days fromteh day of Incorporation.

a. Any Member who wishes to add to the agenda any new item of a nature concerning
the Committee or Members, which can only be discussed at a General Meeting, may do
so by giving notice in writing to the Secretary General (3) weeks before the General
Meeting.

b. The Annual Report, the statement of accounts, the Balance Sheet and the budget
and any other addition to the agenda shall be circulated to all Members at least 2 (two)
weeks before the AGM.
 c. The AGM shall, as the highest authority of the NCCI consider the following business:

i) Approval of Statements of accounts and Balance Sheet from the

preceding financial year and Budget for the current financial year

ii) Approval of the Annual Report from the Committee.

ii) Vote on amendments of the Articles of Association.

iv) Any other transactions or business which may properly be brought

forward at the AGM.

v) Hold election of the Committee for the ensuing year.

EXTRAORDINARY GENERAL MEETING (EGM)

29. The Committee may at any time for any special purpose call an Extraordinary General
Meeting, and shall do so within seven (7) days upon the request in writing by not less
than 25% of the total Membership of NCCI or on its own initiative.

a) The written requisition stating the purpose for which the meeting is required shall
be lodged with the Secretary General.

b) The Secretary General shall give at least seven (7) days notice of any Extraordinary
General Meeting to all Members of the NCCI.

QUORUM

30. Four Directors shall form a quorum in the meeting of the Committee (The Governing
Body).

31. For General Meetings, If the member of the company at the time of the meeting do not
exceed ten in number the quorum shall be five and if they exceed ten , they shall be added
to the above quorum one for every five additional members with the limitation so that no
quorum shall in any case exceed ten.
 a. At least 3/4th of the Corporate Members of NCCI must be represented in person for
any proposal involving an amendment to the Articles, Bylaws, any rules or
regulations of NCCI to be carried.

b. In the event of there not being a quorum after 30 minutes of its commencement, the
General Meeting shall be adjourned until seven (7) days from the first meeting at a
place and time to be appointed by the Secretary General. If the Members are still
insufficient to form a quorum, the Members present shall be a quorum and the meeting
shall proceed with the business on the agenda, but it shall not have power to alter,
amend or add to any of the Articles, existing Bylaws, Rules or Regulations.

ELECTION PROCEDURE
32.
a. A 3 (three) Member Election Committee shall be constituted by the Committee at least
90 (ninety) days before the date of Election to perform all matters of holding such
election under the provisions of the Articles of Association provided that no
Member of the Committee or a candidate or his proposer or seconder shall be
included in the Election Committee.

b. The Election Committee shall announce the Election Schedule at least 60 (sixty) days
before the date of holding of election.

c. Notice of Election and Election Schedule shall be exhibited on the Office Notice
Committee and shall be circulated to the Members under the Certificate of Posting
under the supervision on the Election Committee.

d. The Election Committee shall publish the voters List at least 50 (fifty) days before the
holding of the election and shall display the same on the office Notice Committee of
NCCI.

e. Nomination papers shall be submitted in a Form for the purpose within such date
and time as per the Election Schedule at least 30 (thirty) days before the date of
holding of election.

f. The Election Committee shall scrutinize the nomination papers on the date and time
mentioned in the Election Schedule and publish al list of valid nominations on the
 notified date. The candidate or his representative, proposer and seconder may
remain present at the time of scrutiny of nomination papers.

FINANCIAL MATTERS
33.

a. The Financial year of NCCI shall follow the calendar year and end on the 31st day of
December each year, to which day the accounts of NCCI shall be balanced.

b. The accounts shall as soon as practicable after the end of the financial year be
audited by the auditors appointed by the AGM.

c. The Committee shall draw up an Annual Report on the State of NCCI, which shall
be presented by the President at the AGM.

d. The Committee shall keep full and proper accounts of all money received and
expended by the NCCI and of matters in respect of which such receipts and
expenditures take place and of all the properties, credits and liabilities of NCCI.

e. The Treasurer shall take and receive all moneys payable to NCCI under these
Rules. All fees and other monies payable to NCCI shall be paid forthwith into a
bank account approved by the Committee. Payments of all accounts that are
certified as correct by the Committee shall be made by cheques signed by the
Treasurer or any of the three (3) other Office Bearers.

f. All money arising from fees payable under these rules shall be paid to NCCI to be
applied on the first place to defraying expenses of the administration of these
Articles, including any expenses of NCCI that may be allowed under any laws,
rules of regulations of NCCI as approved by the AGM.

BRANCHES

34. Branches of NCCI may be established in other parts of Bangladesh. The Committee of
the Branch may seek approval by the Committee of NCCI to become an affiliate Branch of
NCCI and to use the name NCCI. The approval is subject to confirmation by simple
majority vote at the AGM of NCCI. NCCI imposes inter alia the following conditions on
the affiliation of such a Branch:

a. That the name of the Branch be designated “The Bangladesh-Nordic Chamber of

Commerce and Industry (NCCI) Branch or such other name as to reflect its common
purpose with NCCI but distinguish its physical location from that of NCCI.

b. That the Articles of the Branch be the articles of NCCI and that it operates on the
same basic principles as those on which NCCI operates.

c. That subject to (a) and (b) above, the Branch regulate, wholly at its discretion, its
management and operation, including the adoption of Bylaws and any regulations,
the fixing of subscriptions (and the amounts thereof) and the election of Members
to its committees and any sub-committees etc.

d. That the Branch be entirely responsible for its own funds, liabilities and obligations
(whether contractual or otherwise) and that it does not represent to any party in any
manner that NCCI is liable for the same and that it indemnify NCCI for the same to
the fullest extent possible under Bangladesh or other applicable law.

e. That the President of the Branch be, ex officio, a Member of the Committee of
NCCI, without a right to vote.

f. That any Member of the Branch be entitled to attend the AGM, General Meetings
and all meetings of NCCI, without payment of a subscription but also without a
right to vote.

g. That any Member of NCCI may in the same manner as mentioned above participate
in meetings of the Branch.

h. That the Branch, NCCI and other sister Branches liaise on all occasions in order to
promote the common purposes for which NCCI and the Branch were founded.

i. That the Branch shall not issue an official statement of a political nature without
first conferring with the President of NCCI, in order to ensure that NCCI and the Branch
speak with a unity of purpose and to prevent discord between the Branch and NCCI.
 j. That in the case where any Member in the opinion of the Committee of the Branch
of NCCI disreputes or misrepresents NCCI, the Branch remedies the matter forthwith.

35. In the event of any dispute between NCCI and a Branch, the matter shall be referred to a
single, independent arbitrator. The arbitrator shall be appointed by the Committee through
a consensus decision / or by Nordic Ambassadors to Bangladesh. The decision of the
arbitrator shall be final. Any cost incurred by the arbitrator shall be equally divided
between NCCI and the Branch.

AUDIT

36. Two Auditors shall be appointed at each Annual General Meeting. They shall hold office
until the next Annual General Meeting. They shall audit the accounts of NCCI and of all
funds connected with or controlled by the Committee.

SEAL

37. The Seal of NCCI shall be fixed to such certificates, deeds and documents as required to be
sealed, only in the presence of the President and Secretary General, or such persons as they
may respectively appoint for the purposes, and the President and the Secretary General or
such other persons as aforesaid, shall sign every instrument to which the Seal of NCCI is
affixed.

CHANGE OF ADDRESS

38. Any alteration in the residence or place of business of any Members shall be notified
to the Secretary General. A notice to any corporate and Individual Members sent by
post, fax or e-mail to his address as registered in the Roll of Members is duly
delivered.

BANK ACCOUNT

39. The Company shall open Bank Account with any Commercial Bank/Banks and shall be
operated under the joint signature of either two of the President, Vice President and
Treasurer of the NCCI or as per resolution of the Committee.
 BYLAWS AND REGULATIONS

40. Provided that no such bylaws or regulations shall conflict with any provisions of these
Articles, NCCI may, on the proposition of the Committee, adopt and amend special by
laws and regulations to order its business organization and operations. By laws may only
be adopted or amended by special resolution of the NCCI in an AGM.

AMENDMENT OF ARTICLES

41. Any amendments to the Articles of Association shall be made only with the consent
of 3/4th Corporate Members and submitted to the relevant examination and approval
authorities for approval.

INTERPRETATION

42. In the event of any question or matter arising out of any point, which is not expressly
provided for in these Articles, the Committee shall be entitled to determine such question
or matter at its discretion, and the Committee’s decision shall be final.

INDEMNITY

43. The Directors, Auditors and other officers of the NCCI shall be indemnified out of the
NCCI funds against all suits, proceedings, losses, damages and expenses which they
or any of them shall or may incur or sustain by reason of any act in or about the
execution of their duties in their respective offices.

WINDING UP

44. If upon winding up of NCCI there remains, after satisfaction of all its debts and liabilities,
any property whatsoever, the same shall not be paid to or distributed among the Members
of the NCCI, but shall be given or transferred to some other institution or institutions
having objects of the NCCI to be determined by the 3/4th voter of Members of NCCI
present in the Extraordinary General Meeting before the time of the dissolution, and the
default thereof by such Court in Bangladesh as may have or acquire jurisdiction in the
matter.
We, the undersigned persons, whose names, addresses and descriptions are subscribed below are
desirous of being formed into a Company (Chamber), in pursuance of theese Articles of
Association.

Sl. No. Name, Addresses, Occupations, Nationality of the Signature Witness

Subscriber
01 Jess Magnussen
Managing Director, Magnus Textile, Road 12,
House 1, Baridhara, Dhaka
Danish
02 Anna Kristina Pettersson
Vice President (Operations), Brummer & Partners,
50, Mohakhali, Dhaka
Swedish
03 Arild Klokkerhaug
Head of Ppportunities, Somewhere In, House 14
Road 16/a, Gulshan 1, Dhaka
Norwegian
04 Frands Sharpe
Managing Director, ICT alliance, 12 Kawran Bazar
C/A, BSRS Bhaban, Level 6, Dhaka-1215
Danish
05 Anneli Ahman
Ericsson SMC Tower (2nd Floor), 33 Banani
Commercial Area, Dhaka
Swedish
06 Per Erik Hylland
Senior Vice President (Corporate Development)
Telenor, Celebration Point, Plot 3 & 5, Road 113A
Gulshan 2, Dhaka
Norwegian
07 Tareq Rahman
Marketing Director, Swedish Motors Limited,
T. K. Bhaban, 13 Kawran Bazar C/A, Dhaka
Bangladeshi