Chapter One – General
Article 1 – Name
The name of the Association shall be “澳門中小企業協進會”, in Portuguese “Associação de Pequenas e Médias Empresas de Macau”.
Article 2 – Address
The Association shall have its office situate at BDA Administrative Centre, Largo de St. Agostinho, Macao.
Article 3 – Operating Period
From its date of registration, the Association shall be a perpetual social organization.
Article 4 – Aims and Objectives
The Association shall be a non-profit making organization. Its aims and objectives are:
1. To provide members with a platform to communicate and exchange ideas with each other.
2. To protect and to enhance the rights of its members.
3. To help members settle trade disputes.
4. To enhance the members’ management quality and technological know-how, to exploit market opportunities, and to provide technical and productivity training.
5. To represent members in conducting negotiations with the government.
6. To provide legal and secretarial services to our members.
7. To contact and organize events with other SME organizations in Hong Kong, Taiwan, Mainland China and other countries.
8. To organize overseas trade promotion and business visits.
9. To organize different activities in pursuance with the aims and objectives of the Association.
Chapter Two – Membership
Article 5 – Membership Classes
5.1 There shall be three classes of membership:
1. Corporate members – application shall be open to all small and medium enterprises registered in
Macao.
2. Individual members – application shall be open to owners and staff at management level of small and
medium enterprises registered in Macao, and distinguishable persons in trading, business, financial
or technological fields.
3. Associate members – application shall be open to enterprises or individuals satisfying criterion (1) or (2) above.
5.2 Corporate members or individual members shall entitle the same rights and responsibilities. However, associate members shall not have any voting right, and shall not be eligible to stand for election for any office of the Association. Associate members shall be eligible, at any time , to apply to be transferred to corporate membership or individual membership.
5.3 The Association shall appoint eminent persons as Honorary President, Eminent President or Advisor. Such appointee shall have no authority on the administration and management of the Association’s affairs.
Article 6 – Membership Application
6.1 Applicant shall make the application in writing and be recommended by two members of the Association.
6.2 Application shall be subject to approval to be made by the Management Board of the Association.
Article 7 – Rights of Members
Members shall have the following rights:
1. eligible to vote at meetings of the Members Assembly and to stand for election for any office of the Association (except for associate members),
2. to make recommendation or critique on the Association’s affairs,
3. to attend meetings of the Members Assembly, and to participate in the Association’s activities,
4. to recommend applicants to apply for membership of the Association.
Article 8 – Responsibilities of Members
Members shall have the following responsibilities:
1. to abide to all Articles of, and resolutions passed by, the Association,
2. to assist in the development of the Association, and to promote members’ co-operation,
3. to pay all member subscription fees as and when due.
Article 9 – Withdrawal of Membership
Member wishing to withdraw from membership shall tender in writing one month in advance, and to make all payments due to the Association.
Article 10 – Expulsion from Membership
10.1 Member shall be subject to expulsion from membership upon the resolution passed by the Management
Board, on one of the following reasons:
1. the member has in breach of an Article of the Association which caused serious damage to the Association’s reputation or interests,
2. bankruptcy or cessation of business in case for a corporate member,
3. overdue of any membership subscription fee by three months and still default by more than seven days upon written demand served by the Management Board.
10.2 Member who is subject to expulsion shall make all payments due to the Association.
10.3 The resolution on expulsion of a member shall be passed by a simple majority vote of members of the
Management Board who present in such meeting dealing with the expulsion decision.
Chapter Three – Organization
Article 11 – Organization of the Association
The organization of the Association shall be composed of:
1. Members Assembly,
2. Management Board,
3. Fiscal Board.
Article 12 – Members Assembly
Members Assembly shall be the highest authority of the Association.
Article 13 – Authorities of Members Assembly
Members Assembly shall possess the following authorities:
1. to add, amend, or rescind any Article of the Association,
2. to elect the Presiding Party of the respective meeting of Members Assembly, and to elect members of the Management Boards and the Fiscal Board,
3. to pass resolutions in regard to the Association’s policies and plans, and to approve operational reports and financial reports of the Association.
Article 14 – Presiding Party of the Members Assembly
14.1 A meeting of the Members Assembly shall be presided by the Presiding Party which consists of Chairman, Vice Chairman, and Secretary. The Presiding Party of the respective meeting of the Members Assembly shall be elected by members who are present at such meeting.
14.2 Chairman, or Vice Chairman in the absence or inability of Chairman, of the Presiding Party shall conduct the affairs of the respective meeting of the Members Assembly. Secretary of the Presiding Party shall assist Chairman/Vice Chairman, and record the meeting minutes.
Article 15 – Meetings of the Members Assembly
Management Board shall normally convene an annual ordinary meeting of the Members Assembly. An extraordinary meeting of the Members Assembly shall be convened as and when the Management Board thinks fit or upon the written request (specifying the purpose of such meeting) of at least fifty members .
Article 16 – Notice for Meeting of the Members Assembly
Notice for meeting of the Members Assembly shall reach members at least 14 days in advance either by post or by fax, specifying the date, time, venue and agenda of such meeting.
Article 17 – Agenda of an Ordinary Meeting of the Members Assembly
The agenda of an ordinary meeting of the Members Assembly shall state the following items:
1. discussion and approval of the operational report and the financial report presented by the Management Board,
2. discussion and approval of the report presented by the Fiscal Board.
Article 18 – Rules of a Meeting of the Members Assembly
18.1 Members Assembly shall only vote for a resolution if there are at least half of the members present (the
specified quorum) upon the first call.
18.2 If the specified quorum cannot be met upon the first call, Members Assembly shall vote for a resolution in
thirty minute’s time when such call has been made.
18.3 A resolution shall be passed by a simple majority vote of members who are present at such meeting,
except as specified by an applicable Article of the Association or by law. Each member shall have one vote.
18.4 Member can appoint a proxy in writing to represent him/her to vote in a meeting of the Members
Assembly. Such proxy shall reach the address of the Association twenty four hours before commencement
of such meeting.
Article 19 – Management Board
19.1 Management Board, which made up of 15 to 101 members, shall be the highest management authority of
the Association. Members of the Management Board shall be elected by members in a meeting of the
Members Assembly.
19.2 The term for members of the Management Board shall be two years, who are eligible for re-election.
19.3 Management Board shall consist of Chairman, one to not more than ten Vice Chairman (Vice Chairmen).
Chairman and Vice Chairman (Vice Chairmen) shall be elected among members of the Management Board.
19.4 Management Board shall be entitled to make appointment of honorary posts.
(Repeal previous Article 19.4 on the maximum tenure of three terms for Chairman of the Management Board.)
Article 20 – Standing Committee of the Management Board
20.1 The daily affairs and the co-ordination works shall be conducted by the Standing Committee of the Management Board. The Standing Committee shall consist of (in total not more than 25 persons) Chairman, Vice Chairman (Vice Chairmen) and other members of the Management Board.
20.2 The Standing Committee shall set up an administration office, and employ or appoint suitable staff to
operate such office.
20.3 The Standing Committee shall employ or appoint an Administrator to manage the daily affairs of the Association. The Administrator shall not have any voting right if he/she is not a member of the Standing Committee.
Article 21 – Conduct of the Management Board
21.1 Management Board shall hold a monthly ordinary meeting. An extraordinary meeting of the Management Board shall be convened as and when Chairman of the Management Board thinks fit or upon the written request of at least five members of Management Board.
21.2 Resolution can be voted if there are majority members of the Management Board present. Resolution shall be passed by a simple majority vote of members who are present, for an even vote situation, Chairman of the Management Board shall have a casting vote.
Article 22 – Conduct of the Standing Committee of the Management Board
22.1 The Standing Committee of the Management Board shall hold a weekly ordinary meeting. An
extraordinary meeting of the Standing Committee shall be convened as and when Chairman of Management Board thinks fit or upon the written request of at least two members of the Standing Committee of the Management Board.
22.2 Resolution can be voted if there are majority members of the Standing Committee present. Resolution shall be passed by a simple majority vote of members who are present, for an even vote situation, Chairman of the Standing Committee shall have a casting vote.
Article 23 – Authorities of the Management Board
23.1 The authorities of the Management Board are as follows:
1. to organize activities according to the aims and objectives of the Association,
2. to execute resolutions passed by the Members Assembly of the Association,
3. to exercise all rights and authorities of the Association in external affairs,
4. to convene meetings of the Members Assembly, to present current year’s operational report and financial report at the annual ordinary meeting of the Members Assembly, and to present next year’s operational plan and financial budget at such meeting,
5. to approve admission of new members, withdrawal of members, and expulsion of members,
6. to employ staff, to organize work activities, to appoint legal consultant and auditor,
7. to set amounts on member subscription to Association Fund and annual subscription fees, and to accept donations from members and third parties,
8. to appoint ad hoc working committees as necessary.
23.2 The authorities of the Management Board can be delegated to the Standing Committee of the
Management Board, except the authority on expulsion of members.
Article 24 – Authorities of Chairman of the Management Board
24.1 The authorities of Chairman of the Management Board are as follows:
1. to represent the Association in external affairs,
2. to lead all administration matters of the Association,
3. to convene and hold meetings of the Management Board and its Standing Committee.
24.2 In exercising his/her authorities, Chairman shall be assisted by Vice Chairman, who shall assume the
authorities of Chairman in his/her absence or inability.
Article 25 – Signing of Documents
Joint signatures of Chairman and Vice Chairman of the Standing Committee of the Management Board are necessary for any document or contract binding the Association and external party. Management Board shall decide the operating procedures on bank accounts and issuance of bank cheques.
Article 26 – Fiscal Board
26.1 The Fiscal Board, which shall consist of three members, is a surveillance body of the Association. The
Fiscal Board shall consist of Chairman, Vice Chairman and one other member.
26.2 Members of the Fiscal Board shall be elected by the Members Assembly.
26.3 The term for members of the Fiscal Board shall be three years, who are eligible for re-election.
(Repeal previous Article 26.4 on the maximum tenure of three terms for Chairman of the Fiscal Board.)
Article 27 – Conduct of the Fiscal Board
27.1 Fiscal Board shall convene an annual ordinary meeting. An extraordinary meeting shall be convened
as and when Chairman of the Fiscal Board thinks fit or upon the request of the majority members of the Fiscal Board.
27.2 Resolution can be voted if there are majority members of the Fiscal Board present. Resolution shall be passed by a simple majority vote of members who are present, for an even vote situation, Chairman of the Fiscal Board shall have a casting vote.
Article 28 – Authorities of the Fiscal Board
The authorities of the Fiscal Board are as follows;
1. to oversee members’ abidance to Articles of the Association and its internal rules,
2. to oversee the execution of resolutions as passed by Members Assembly,
3. to audit the financial accounts and to prove the assets of the Association,
4. to report to Members Assembly on the operational report and financial report as presented by the Management Board.
Chapter Four – Financial Management
Article 29 – Income
The income sources of the Association are as follows:
1. subscriptions to the Association Fund,
2. annual membership subscription fees,
3. donation from members and non-members and other income.
Article 30 – Membership Subscription Fees
The rates as applicable to subscriptions to Association Fund and annual membership subscription fees and the payment method(s) shall be determined by the Management Board. Membership subscription fees and donations shall be non-refundable in any circumstances.
Article 31 – Books of Accounts
The Association shall keep all necessary books of accounts, and shall present these books of accounts annually to its Auditor for audit purposes.
Chapter Five – Regulations and Interim Rule
Article 32 – Amendment of Articles and Disbandment of the Association
Members Assembly shall have the authority to add, amend or rescind any Article of the Association, and to disband the Association. Such meeting of the Members Assembly shall be convened under the provision of Article 16 stated above, and shall compile with the followings:
1. the notice for such meeting shall state clearly the purpose,
2. resolution to add, amend or rescind any Article of the Association shall be passed by at least 75% of members who are present at such meeting,
3. resolution to disband the Association shall be passed by at least 75% of members of the Association,
4. any assets left over after the disbandment of the Association shall be donated to local charitable organizations.
Article 33 – Authority to Interpret Articles of the Association
The authority to interpret Articles of the Association shall rest upon the Management Board of the Association.
Article 34 – Interim Rule
A meeting of the Members Assembly of the Association shall be convened, with the purpose to elect incumbents of various offices of the Association, within three months after the registration of the Association. During this interim period, the administration of the Association shall be the responsibilities of the founding members.