Articles of Association of the Aruba Trade & Industry Association

1. The Association bears the name of Arubaanse Vereniging voor Handel en industrie.
2. In correspondence a translation of this name can be used, which in English is "Aruba Trade & industry Association" and in Spanish "Asociacion del Comercio y de las industrias de Aruba".

1. Championing the interests of trade and industry in Aruba with all eligible agencies and authorities;
2. Propagation of ethics and knowledge of commercial in general;
3. Giving support to the formation of autonomous divisions from groups of members, who have an interest in striving jointly for a common objective as long this is not in conflict with the objective and interest of the Association itself;
4. All other legal means that tend to promote its objective.

1. Members of the Association can be those, who carry on in Aruba a business, in the sense of the Establishment Regulation for Enterprises and have a good reputation.
2. Membership is acquired by making a written application with the Association and acceptance by the Board.
3. The Board may reject an application, if in its opinion the applicant does not comply with the requirements for membership. The Board will inform the applicant of its decision in writing.

1. The members commit themselves for at least one fiscal year. Except for notice of resignation, as detailed in article 9, membership is always silently extended from fiscal year to fiscal year.
2. The financial obligations of the members towards the Association, and all that has a bearing on it or is related with it, shall be regulated in the Bylaw.

1. The status of member ends by:
   
   • Decease;
   • Dissolution of the Association;
   • Termination of the operation of the business;
   • Notice of termination by the member;
   • Expulsion by reason of non-compliance with the financial obligation connected with the status of member;
   • Non-compliance to the requirements for the membership as mentioned in article 7 sub a;
   • Destitution as referred to in article 19 of these articles of association
2. A member can be expelled by the Board if, after having been properly warned, he fails to pay his dues for one year.
3. Resignation can only be done at the end of fiscal year. It must be done in writing and the notive must have reached the Board at the latest prior to November 1st of the current fiscal year.

1. The Board consists of at least nine and at the most eleven persons of age. The functions are: one President, one First and one Second Vice President, one Secretary, one Treasurer and 4 or 6 regular members. The Board is authorized to have one or at the most two paid assistants, who need not be a member of the Association and who may neither have a vote in the Board.
2. The Executive Board consists of the President, the two Vice Presidents, the Secretary and the Treasurer.
3. The members of the Board and the President are elected by the general meeting of members by an absolute majority of votes cast by the members present at the meeting. If during the election in the first instance the number of members elected does not cover the number of vacancies, a second election will be held among the candidates not elected for the remaining vacancies in this case the members getting the highest number of votes will be declared as elected in the case of a tie, lots shall be drawn to decide who will be admitted to the Board.
4. The President is always elected for a period of one year; the other Board members for a period of two years. The election of Board members for a period of two years will take place for the first time during the annual general meeting of members in 1990. By draw a schedule will be made representing half of the Board member who will resign in the annual general meeting of members in 1991. Subsequently each year in turn half of the Board members will resign.
5. Retiring Board members may be re-elected.
6. Candidates for the Board are those who as such are nominated by the Board that is stepping down, or those who during the general meeting of members are nominated whereby written proof must be presented of the fact that the candidate complies with the following:
   1. A candidate for a Board function must have been a member of the Association for at least six months directly prior to the General Meeting;
   2. The candidate must be registered with the Chamber of Commerce as an authorized representative of the member for at least six months already.
7. In case of a vacancy occurring between elections, the candidate who received most votes at the last held election without being elected himself shall become a member of the Board in case of a tie, lots will be drawn to appoint the new Board member. The member occupying such a vacancy will resign at the moment it is the turn of his predecessor to resign.
8. The distribution of functions within the Board, except that of the President, is done in mutual consultation among the Board members.
9. Board members of the Association cannot be paid any remuneration. The Board-assistant(s) who are non-board members may be paid a salary to be determined by the Board
10. The method of meeting of the Board, and the order of matters at those meetings, shall be regulated in the Bylaws.
11. The Board remains legally constituted, even it the number of its members is incomplete. However the Board cannot make legal decisions if less than half of its members as prescribed in article 10 sub a is present.

1. The President represents the Association in and out of Court in case he is incapacitated or it there is no President, then the Association shall be represented in and out of Court jointly by a Vice-President and a Board member as designated by the Board.
2. The Board can at all times designate in writing one or more persons to represent the Association for special cases in and out of Court.

1. In each fiscal year an annual general membership meeting must be held within the period of January 1 to April 1.
2. The agenda of that meeting must, inter alia, contain as points to be dealt with:
   1. Report by the Board on the Immediate past association year;
   2. Accounting and report by the Treasurer on the financial administration during the immediate past association year;
   3. Report of the cash audit committee on the immediate past association year;
   4. Designation of a Cash Audit Committee, consisting of three members, non-board members to perform an audit of the books, supporting vouchers and cash fund of the association for the current association year;
   5. Election of Board members according to article 10 sub d;
   6. Handling of proposals done in accordance with the stipulations contained in article 12 sub c;
   7. Questions and answers period.
3. At least 4 weeks in advance the members are informed in writing of the coming General Meeting. Eventual proposals by the members to be dealt with in the General Meeting must be done in writing and in the possession of the Board at least 3 weeks prior to the General Meeting. The Board has the obligation to place all proposals received in time on the agenda.

1. Extraordinary general meetings of members shall be held as often as the President or the Board deems necessary, or by petition of at least 10 members of the Association, who have manifested to the Board in writing their wish to that effect, stating the items they wish dealt with.
2. If the Board does not comply with such request within one month, then the petitioners themselves have the right to call and hold a meeting in the manner prescribed in these articles. The meeting thus called shall elect a Chairman for that meeting, but it cannot be held unless one third of the entire membership, exclusive of the Board members, is present.

1. The call for general meeting of members must be made in writing by the Board, with due observance of a call period of 14 days, stating the place and time of the meeting and its agenda. The call must be published in one or more newspapers circulating in Aruba.
2. The members may not use the allegation of non-receipt of the written call to the meeting.

1. A member can be represented at the General Meeting of members by only one (1) natural person. This person should according to the Register of the Chamber of Commerce occupy a function in the management of the member or should have a proxy to represent the member in that meeting.
2. A natural person can represent one member only.

1. At all meetings all decisions are taken with an absolute majority of the number of votes cast in case of a tie of votes a new vote shall be taken. If another tie results, then when voting on matters the proposal shall be deemed rejected. When voting involves an individual (individuals) a new vote shall be taken. If another tie results, then lots shall be drawn.
2. At the general meeting of members legally valid decisions can be taken, when at least half of the numbers of members of the Association are present. Should the required number not be present then a meeting must beheld within one month, and then legally valid decisions can be taken irrespective of the number of members present.
3. Voting on individuals must be done by secret ballots. Voting on matters is done verbally.

1. When a member has been officially declared bankrupt, the Board can deprive him of his membership. A member, being a natural person, who is put in ward or has rendered himself guilty of acts or omissions that are detrimental to the prestige of the Association, can be deprived from membership by the Board. Before the mentioned deprivation, the Board should suspend the member involved. The suspension will be made in writing and will contain the reasons hereof.
2. Within 14 days after the date of the written suspension, the suspended member can appeal the Board’s decision by sending a letter to an Appeal Committee. This Appeal Committee will consist of five members of the Association, who are not Board members. Four will be appointed by the Board and one by the suspended member. After having heard the member involved and based on the reasons, stated by the Board, the Appeal Committee will either confirm the period of suspension, extend or shorten the same, or nullify the suspension, or confirm or nullify the decision of deprivation of membership. The decision rendered by the Appeal Committee is final.

1. The General Meeting shall establish the Bylaws, which will determine the rules necessary or useful for the supplementing of these articles.
2. The Bylaws may not contain stipulations that are in conflict with these articles of Association or with the Law.
3. In cases where neither the present articles of Association nor the Bylaws contain a provision, the Board shall render a decision.

1. The decision to dissolve the Association cannot be made otherwise than in a meeting convened especially for this purpose, at which meeting at least 3/4 of the number of members of the Association are present, and the decision must be made with a minimum of 2/3 of the validly cast votes. Should this required number riot to present at the meeting, then the meeting shall be held not earlier than three weeks and not later than two months at which time legally valid decisions can be made to dissolve the Association, irrespective of the number of members present at the meeting.
2. The general meeting of members, which has decided to dissolve the Association, must determine in what manner the cash funds available, after payment of all debts and compliance with all obligations, are to be spent in accordance with article 1680 of the Aruban Civil Code of Law. That meeting must, moreover, decide what destination shall be given to the other assets of the Association.