THE CONSTITUTION OF THE MYANMAR INVESTORS DEVELOPMENT ASSOCIATION
The provisions on the organization of the Myanmar Investors Development Association were adopted on the 12th Waxing Day of Tagu 1375 Myanmar Era, April 11th, 2014.
Name and Location
1. Name and location of the Association is as follows:
(a) This association shall be called the Myanmar Investors Development Association in English.
(b) This association shall be located in Yangon, Myanmar at No.B, Co-operative Business Centre, Corner of Saya San Road & New University Avenue, Bahan Township.
The objectives of the Association
2. The objectives of establishing the Association are as mentioned below:
(a) To provide leadership to investors, using as guidance the economic policies and objectives adopted occasionally by the State.
(b) To make efforts, as guided, for the systematic development of investment in accordance with the objectives of the State.
(c) While endeavoring for the modernization and enhancement of investment, to contribute to the economic development and the increase in foreign exchange earnings of the State.
(d) To participate actively, with the solidarity of the investors, in all aspects of the nation-building tasks being undertaken by the State.
(e) To work for the economic development of the State, by inviting investors inside and outside the country for the enhancement of investment in Myanmar.
(f) To take initiatives for the establishment of best practices for the development of members as well as the Association, based on the existing laws, procedures, economic policies and directives of the State and the provisions of the Constitution of the Association.
Definitions
3. The following are the definitions for the purpose of the Constitution:
(a) Myanmar investors mean all the entrepreneurs making investment in the various sectors of the Myanmar economy.
(b) Investment means all the works related to the investment mentioned in above-mentioned paragraph (a).
(c) Association means the Association composed of investors.
(d) Central Executive Committee means the body comprising the Central Executive Committee members elected in accordance with the regulations.
Prescription of the regulations of the Association
4. The regulations necessary for the Association shall be drafted by the Central Executive Committee and adopted with the agreement of the majority attending the General Meeting of the Association. Those regulations shall be in conformity with the notifications, economic policies and directives issued occasionally by the Government.
Eligibility for membership
5. Any citizen or naturalized foreigner or a partnership or a limited company composed of citizens and foreigners that are owners of any of the following enterprises licensed to engage in business within the borders of the Union of Myanmar or associations’ owners or cooperative societies may apply for membership of the Association.
(a) Partnerships making investment, company, association and the directors and shareholders of cooperative societies.
(b)Enterprises, companies, entrepreneurs and associations connected with investment.
Designation of members’ status
6. Members are designated as follows:
(1) Partnerships
(2) Registered companies
(3) Owners of associations
(4) Cooperative societies
(5) Other businesses
Honorary member, honorary patrons and honorary advisors
7. The Central Executive Committee may select and appoint those who can specially work for the benefit of the Association as honorary members. Honorary members are not required to pay admission and annual fees. They have the right to attend, if invited when necessary, the annual meetings and the Central Executive Committee meetings of the Association and to participate in discussions and to give advice. However, they do not have the right to participate in the selection, opinion forming and decision making processes.
8. The honorary patrons of the Association shall be elected at the annual meetings and guidance shall be sought from them.
9. If and when necessary, identification cards may be issued to the members.
Admission and annual fees
10. Admission and annual fees according to membership status shall be determined, announced and collected by the Central Executive Committee. Every member is obligated to pay admission and annual fees fully.
Funding for the work of the Association
11. For the promotion of the work of the Association, funding and donations are to be raised and collected by the Executive Board at an appropriately determined rate. The Executive Board has the right to execute the fund-raising methods.
The rights and benefits of the members
12.(a) Members have the right to vote and the right to be elected as member of the Central Executive Committee. Each member has the right to one vote. In cases where owner himself cannot participate, those officially delegated in writing by the owner or the Board of Directors of the company have the right to vote and the right to be elected as Executive Member.
(b) The Association will coordinate and arrange to carry out cooperatively the tasks that cannot be undertaken by a member individually.
(c) Members may submit their programmes and recommendations to the Ministry concerned through the Executive Board of the Association in order to develop investment in Myanmar.
(d) The Association will undertake in coordination and consultation to overcome the difficulties encountered and the issues that cannot be resolved easily by the members in their respective enterprises.
(e) The Association will carry out educative activities and the dissemination of information to raise the members’ awareness of the developments in the contemporary and modern hotel businesses at the international level as well as the changes in the tourist and market trends.
(f) The Association will conduct seminars, educative talks, and training for the development of technical knowhow. Arrangements will be made to enable the members to participate with less cost.
(g) The Association will make arrangements in a fair manner for necessary study tours abroad and seek scholarships for members for the development of enterprises.
(h) Arrangements will be made in coordination with the Ministry concerned to ensure the participation of entrepreneurs when exhibitions and competitions are held for the promotion of sale and business.
(i) The Association will initiate to hold annual competitions and exhibitions on the various themes of hotel business aimed at enhancing business capability and promoting advertisement.
The responsibilities of members
13. Members shall bear the following responsibilities:
(a) Members shall pay admission and annual fees within the designated period.
(b) Members shall observe the regulations prescribed by the Central Executive Committee of the Association.
(c) Members shall actively cooperate in playing their designated role for the flourishing and development of the Association.
(d) Best practices shall be constantly explored and created for the benefit of the State, the Association and the members. Even when incapable individually, recommendations shall be submitted to a capable individual or the Executive Board.
Termination of membership
14. Membership is terminated since the date when one of the following circumstances emerges.
(a) The termination or cancellation or revocation of the business license of the member.
(b) The day when a decision is adopted to intentionally violate the regulations of the Association.
(c) The day when the member is convicted by the State for a crime.
(d) When It is evident that the member is mentally ill and insane.
(e) The day the member passes away.
(f) The day the Association is demolished.
(g) The day the member’s resignation from membership is allowed.
Holding of meetings
15. The General Meeting of the Association shall be held once a year by the Central Executive Committee.
(a) Date of the Annual Meeting and its agenda
The Annual Meeting of the Association shall be held within four months after the end of financial year.( June / July when workload is low):
(1) To approve the records of the Annual General Meeting or the Special Meeting of the Association held last year.
(2) To approve the annual report of the outgoing Executive Board, and
(3) To approve the audited annual final accounts.
(b) Election of the Executive Board
A new Executive Board shall be elected at the Annual General Meeting after the expiry of the three-year term. The first Executive Board shall be elected at the first Annual General Meeting.
(c) Assignment of responsibility for the Executive Board
Chairman, Vice-Chairmen, General –Secretary, Secretaries, Finance Officials and Auditors shall be elected from the elected Executive Board to form the Central Executive Committee.
(d) Invitation to the Annual Meeting
Invitation to the Annual Meeting shall be dispatched to the members. Invitations shall be announced, if necessary, in daily news papers.
(e) Quorum for the meeting
More than half of the registered participants shall be present to constitute a quorum for the Annual General Meeting or the meeting to be effective and official.
(f) Conditions for convening Special Meeting
The Special Meeting of the Association is convened when the Executive Board desires it or within two weeks after receipt of demand in writing of at least 30% of the members, together with a definite agenda for the meeting. The reasons for convening the Special Meeting shall be intimated to the members 3 days before the date of the meeting. The Special Meeting shall discuss only the agenda items contained in the invitation to the meeting.
(g) Adjournment/cancellation of meeting
Any meeting, even those held on the demand of the members, shall be cancelled if the required quorum is not achieved after more than thirty minutes of the scheduled time of the meeting. The meeting convened for other different reasons shall be adjourned to a date, time and venue decided by the chairman. The adjourned meeting shall discuss and decide on the business matters originally intended for decision with the members present at the meeting.
(h) Conditions for invitation
Invitation to any meeting shall be dispatched to the latest address received from the members. Non-receipt of the invitation by any member shall no invalidate the decisions adopted at the meeting in question.
(i) Amendment to the Constitution of the Association
When either the situation of the country or the situation of the Association makes it necessary to amend the Constitution of the Association, an Emergency Special Meeting attended by the entire Executive Board, shall be convened and the amendments in conformity with the prevailing situations shall be made to the Constitution and those amendments shall be submitted to the nearest Annual General Meeting for approval by the majority of the membership.
Election of the Executive Board Members
16. The Members of the Executive Board shall be elected as follows:
(a) The members of the Executive Board shall be elected for the number determined by the Annual General Meeting of the Association.
(b) The Executive Board shall elect from among its members the 27 members of the Central Executive Committee as follows:
The Central Executive Committee
1. Chairman (1)
2. Vice-Chairmen (3)
3. Secretary (1)
4. Finance officer (1)
5. Auditor (1)
6. Executive Board Member (20)
The composition of the Central Executive Committee may be expanded up to 35 members, if required.
Qualifications of the members of the Central Executive Committee
17. The following qualifications are required of the Central Executive Committee Members.
(a) Free from any criminal convictions.
(b) Being a member of the Board of Director of the company or an individual officially delegated in writing by the member of the Board of Director of the Company.
(c) In addition to having the above-mentioned qualifications, capable of serving with good will whenever required and desirous of serving as member of the Central Executive Committee.
(d) Capable of accomplishing the tasks, following up and coordinating with the departments of the Government.
Procedure for selection of the members of the Executive Board
18. Those members qualified as required by the above paragraph (17) shall submit proposals for selection, together with their brief bio-data, to the Selection Board.
19. A Selection Board composed of a minimum of 5 members to a maximum of 7 members shall be formed to make prior arrangements to systematically and fairly complete all the matters related to selection. The determination of date and time of selection, examination of the proposals, announcement of the names of the candidates, determination of the deadline for withdrawal of proposals, and preparation of the agenda for selection shall be the responsibilities of the Selection Board.
Responsibilities of the Chairman of the Executive Board
The Chairman of the Executive Board shall undertake the following responsibilities
(a) To provide leadership, together with the Executive Board, for the enhancement of investment in Myanmar.
(b) To effectively implement the objectives of the Association.
(c) To carry out division of responsibilities and systematic coordination among the members of the Executive Board either for the performance of the tasks and organizational matters of the Association or for the smooth functioning of the office works.
(d) To assign responsibilities as necessary and to supervise with the Members of the Executive Board the fund, contributions and financial matters of the Association.
(e) To assign responsibilities as necessary among the Members of the Executive Board for the management of the assets and liabilities of the Association until the final accounts has been compiled and approved and for the annual budget and investment accounts of the Association .
(f) In implementing the objectives of the Association, to supervise and inspect the works of the assigned members of the Executive Board.
Powers of the Chairman of the Central Executive Committee
21. The Chairman has the following powers:
(a) To communicate and coordinate with the Government Agencies, Ministries and friendly international organizations of common interest in implementing the responsibilities mentioned in the above paragraph (22).
(b) To appoint the necessary administrator, accountant and office staff for the smooth functioning of the office works of the Association in coordination with the Executive Board.
(c) To confer the financial authority on the Members of the Executive Board who will be assigned as Secretary and Financial Officer in coordination with the members of the Executive Board.
Powers of the Vice-Chairman of the Central Executive Committee
22. Either the responsibilities assigned by the Chairman or the responsibilities of the Chair as originally prescribed can be carried out by the Vice-Chairmen of the Executive Board on behalf of the Chairman when the Chairman has other preoccupations or when the Chairman is temporarily absent for some reasons or when the Chairman is abroad on the business of the Association.
Responsibilities of the General Secretary of the Association
23. The General Secretary of the Association shall undertake the following responsibilities:
(a) The General Secretary shall be accountable to the entire Executive Board led by the Chair and shall report the completion of work.
(b) Shall carry out the responsibilities assigned by the Chairman or the Vice-Chairmen.
(c) Shall undertake to supervise the full implementation of the decisions and tasks of the Executive Board.
(d) Shall preparer the annual report of the Executive Board and shall dispatch the financial statement of audited income and expenditure to the members of the Association two weeks before the convening of the Annual General Meeting of the Association. Shall collect the questions that the members may wish to raise in connection with the annual report and the annual financial statement at least (3) days before the convening of the Annual General Meeting. Shall coordinate with the Chairman and the relevant members of the Executive Board in order to be able to respond to those questions.
(e) In carrying out the day-to-day tasks, the General Secretary shall be responsible for the implementation of the division of labour by the Chairman and the Executive Board.
(f) Shall lead and supervise the performance of the office staff.
(g) Shall assign responsibilities in coordination with the additional General Secretaries and provide supervision to ensure the successful implementation.
Responsibilities of additional General Secretaries
24. Their responsibilities are as follows:
(a) Shall undertake to carry out the responsibilities assigned by the Executive Board and the General Secretary and report the completion of the tasks.
(b) An additional General Secretary shall take charge temporarily when the General Secretary has other preoccupations for some reasons.
(c) Shall implement jointly with the member in charge of the Executive Board the tasks of the area and zone under one charge.
25. The Executive Board, the General Secretary or any Additional General Secretary assigned shall collectively undertake the tasks of the Secretariat such as preparing and keeping the meeting records at the Executive Board Meetings, the annual General Meeting and Special Meetings, assigning duties to implement the decisions, and compilation and submission of the records of the work completed and progress made.
Responsibilities and powers of the Executive Board
26. The responsibilities and powers of the Executive Board are as follows:
(a) To work in cooperation with the Chairman and the Vice Chairmen in order to implement the objectives of the Association successfully.
(b) To effectively carry out the responsibilities occasionally assigned by the Chairman and the Vice Chairmen of the Association.
(c) To make every effort to the best of one’s ability and to fully cooperate in the implementation of the tasks of the Association and to refrain from any behaviors, utterances and actions that may negatively affect the Association and to observe the rules and disciplines in an exemplary manner.
Division of labour between the Financial Officer and the Auditor of the Association
27. The monetary matters of the Association shall be managed as follows:
(a) The Executive Board may appoint the necessary office staff to be able to carry out the tasks of the Association smoothly. To exercise frugality with regard to the expenses of the Association. The annual expenses shall be effectively managed, based on the financial plans.
(b) Responsibility of the Financial Officer: To manage and maintain the funds of the Association in accordance with the rules and regulations adopted by the Executive Board occasionally and as necessary. To keep accounts in accordance with the financial procedures and to undertake to compile the final accounts and to ensure that monthly accounts are also completed monthly.
(c) Responsibility of the Auditor: To audit the accounts of the Association regularly and to submit the monthly and annual accounts that have been audited to the Executive Board.
Vacancies in the Executive Board
28. If a position falls vacant in the Executive Board before the convening of the Annual General Meeting, the Executive Board shall have the right to fill that position. The Executive Board has the right to keep that position vacant if it considers it appropriate to do so. If the position of the Chairman falls vacant for whatever reason between the two Annual General Meetings, a Vice Chairman shall take charge in that position. If the position of a Vice –Chairman or the General Secretary or the Financial Officer or the Auditor falls vacant, a member of the Executive Board shall be appointed to fill that position before the convening of the Annual General Meeting.
President of the meeting
29. The Chairman shall act as President either at the meeting of the Association or at the meeting of the Executive Board. In the absence of the Chairman for any reason, any Vice-Chairman shall act as President.
30. At the Annual General meetings where a new Executive Board will be elected, the entire Executive Board shall first resign and an individual with integrity shall be elected as President to supervise and lead the selection process together with the Selection Board. He shall act as President until the new Executive Board has been confirmed and the new Chairman has delivered the opening speech adopted the new programme and the concluding speech has been delivered by the President.
Attendance at the meetings and penalty
31. If the Chairman or any Vice-Chairman or a member of the Executive Board is absent from the meetings of the Executive Board for five times consecutively, his membership of the Executive Board shall be considered as terminated. Moreover, within one year since then, he/she shall not have the right to contest the election of the Executive Board. However, the Executive Board shall have the power to grant leave of not more than five months to any member of the Board and to assign a replacement in his/her place.
Appointment of Advisor and Advisory Board
32. In order to handle the legal matters of the Association, a legal expert can be appointed as legal advisor of the Association.
33. Similarly, investment experts can be appointed with the agreement of the Executive Board.
Reporting back on actions taken
34. The Chairman or any executive member of the Association sent on official duty with the support of the Association or at one’s own expense to meet the official representatives of the Government or the government departments or the foreign embassies or foreign economic organizations or foreign private company /agencies or their representatives shall report back on the subjects of discussions, actions taken and the agreements reached to the Executive Board immediately after return for records.
Convening meetings of the Executive Board
35. The meetings of the Executive Board shall be convened as follows:
(a) Meeting of the Executive Board
The meeting of the Executive Board shall be held once a month.
(b) The members of the Executive Board shall be informed of the subjects to be discussed at the meeting at least two days in advance and invited.
(c) Other matters to be discussed
Though not included in the original agenda, matters that emerge in the context of the discussions at the Executive Board Meeting may be, if beneficial, included in the agenda and discussed with the agreement of the majority of the Board.
(d) Required quorum
To constitute quorum for an official meeting, at least 10 persons shall be present at the meeting. At the meeting rescheduled for the lack of required quorum, the matters put on the original agenda can be discussed with those present and decided upon.