MEMORANDUM OF ASSOCIATION & ARTICLES OF ASSOCIATION OF

JAPAN BANGLADESH CHAMBER OF COMMERCE AND INDUSTRY

A COMPANY LIMITED BY GUARANTEE AND REGISTERED UNDER SECTION 28 OF THE COMPANIES ACT 1994

THE COMPANIES ACT, 1994 A COMPANY LIMITED BY GUARANTEE AND REGISTERED UNDER SECTION 28 OF THE COMPANIES ACT 1994 MEMORANDUM OF ASSOCIATION OF JAPAN BANGLADESH CHAMBER OF COMMERCE AND INDUSTRY 1. 2. 3. The name of the company is JAPAN BANGLADESH CHAMBER OF COMMERCE AND INDUSTRY (hereinafter referred to as Chamber) The Registered Office of the Chamber shall be situated in Bangladesh. The object for which the Chamber is established shall be to provide a forum for discussing and exchanging views of business conditions and issues, both domestic and international, affecting Japanese and Bangladeshi Companies. In furtherance of this objective and with limiting the generality of such object, the Chamber shall be empowered in accordance with the law for the time being in force : a. To promote the two-way trade and investment between Japan and Bangladesh overcoming any impediment on the way. b. To encourage and develop the establishment of Japan-Bangladesh joint-ventures in specific areas of common interest. c. To utilize the expertise of the Chamber members to identify and develop opportunities for both Japanese and Bangladeshi companies. d. To develop closer interaction between the private/public sectors and related organizations in both countries, and to cooperate with, support and expedite implementation of the decisions of the Japan-Bangladesh Joint Committee for Commercial and Economic Co-operation. e. To place joint recommendations to respective governments on improving the environment for mutual trade, commerce, industry fiscal and investment opportunities. f. To encourage multi-dimensional business and professional contacts, between the two countries. g. To closely interact and develop synergy with other Chambers, particularly in the Asian Region in pursuant of its objectives.

h. To provide an overall frame work for identifying potential areas for co-operation between the business communities of Japan and Bangladesh. i. To promote friendship, understanding and closer relationship between Japan and Bangladesh through organizing and support of activities and cooperation on culture, education, economic, commerce, social, recreation and sports between the peoples and institutions of Japan and Bangladesh. j. To support and encourage cooperation, exchanges, studies and researches between business and economic institutions of higher learning in Japan and Bangladesh. k. To encourage more exchanges of people-to-people contacts between members of the Chamber in Bangladesh and Japan. l. To elicit the support of the Governments of Bangladesh and Japan in furtherance of its objectives. m. To provide information, assistance and advisory services to Japanese firms seeking to do business with Bangladesh and Bangladeshi firms who are interested to promote and expand business activities with Japan. n. To promote and organize meeting, conferences, lectures, trade shows and other activities deemed fit for the promotion of the Chambers objectives. o. To invest the moneys of the Chamber not immediately required for the purposes thereof upon such securities or with such bank or banks or in such other manners as they think fit and from time to time to withdraw such moneys to meet the purpose of the Chamber. p. To buy, sell, lease or take on hire, exchange or otherwise deal with commodities, machineries, movable or personal property of any description for the purposes of the Chamber upon such terms and on such conditions as it may deem expedient in accordance with the law of the country. q. To buy, purchase, lease, take in exchange or otherwise acquire lands, buildings or immovable property of any tenure in Bangladesh or any share or interest therein as may be required or deemed expedient for the purpose of the Chamber. r. To sell by public auction or private contract or by tender, exchange, surrender, release, divide or partition lands, buildings or any immovable property of any tenure belonging to the Chamber for such consideration whether in cash or otherwise and upon such terms and conditions as may be thought fit. s. To construct upon any premises acquired for the purposes of the Chamber any building or buildings for the purposes of the Chamber and to alter, add to or remove any building upon any such premises.

t. To subscribe to, become a member of, or co-operate with any lawful Association whether incorporated or not whose objects are wholly or in part similar to those of the Chamber. u. To have Liaison Office(s) in other parts of Bangladesh and in Japan as and when required. v. To act as the arbitrator in the case of any conflict between the companies/organizations of Japan and Bangladesh. 4. The income and property of the Chamber whenever derived shall be applied solely towards the promotion of the objects of the Chamber as set forth in the Memorandum of Association and no portion thereof shall be paid or transferred directly or indirectly by way of dividend or bonus or otherwise howsoever to the members of the Chamber who at any time are or have been members of the Chamber or to any of them or to any person claiming through any of them. Provided that nothing herein contained shall prevent the payment in good faith of remuneration to any officer or employee of the Chamber or the payment of interest on money borrowed from any member of the Chamber. Provided always that the Chamber shall not support with its funds any political organization or any such organizations, objects of which are not similar to that of this Chamber. 5. No addition, alteration or amendment shall be made in the Memorandum of Association for the time being in force unless the same shall have been made subject to the provision of the companies act and previously submitted to and approved by competent authority of the Government of Bangladesh. The liability of the members is limited by guarantee. Every member of the Chamber undertakes to contribute to the assets of the Chamber in the event of its being wound up while he is a member or within one year afterwards for payment of the debts and liabilities of the Chamber contracted before he ceases to be a member and of the costs and expenses of winding up and for the adjustment of the rights of the contributories among themselves such amount as may be required not exceeding one hundred dollars or equivalent Taka. If upon the winding up or dissolution of this Chamber, there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the members of this Chamber, but shall be given or transferred to some other institutions having objectives similar to the objectives of this Chamber, as may be determined by the th votes of the members present in person in the Extra Ordinary General Meeting of this Chamber at or before the time of dissolution and in default thereof by a judge of the High Court or Government authority having jurisdiction in the matter. We the several persons whose names, address and descriptions subscribed hereunder are desirous of being formed into a chamber in pursuance of this Memorandum of Association :

6. 7.

8.

SL. No.

1.

Name, Address, Occupation, Nationality of Subscribers Mr.Hideo UENO General Manager ITOCHU Corporation, Dhaka Office Jahangir Tower, 2nd Floor 10, Kawran Bazar C/A. Dhaka-1215 Nationality: Japanese Mr. Toshiaki SHOJI General Manager Sumitomo Corporation, Dhaka Branch Dhaka Sheraton Hotel Annex-2, 3rd Floor, 1, Minto Road Dhaka-1000 Nationality: Japanese Mr. Akihiko MISHIMA General Manager Toyo Engineering Corp(TEC), Dhaka Office House 12, Road 7, Baridhara Dhaka-1212 Nationality: Japanese Mr. Manabu KOMATSU Resident Manager Pan Pacific Sonargaon Hotel 107, Kazi Nazul Islam Avenue Dhaka-1515 Nationality: Japanese Mr. Hiroaki MUKAICHI Team Leader Pacific Consultants International House No.3/A, Road No.90 Gulshan-2, Dhaka-1212 Nationality: Japanese Mr. Takao KOBAYASHI General Manager Marubeni Corporation, Dhaka Office Anchor Tower (3rd Floor) 1/1B, Sonargaon Road Dhaka-1205 Nationality: Japanese

Signature

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3.

4.

5.

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7.

Mr. Kenichi NAKAHARA General Manager Mitsui & Co., Ltd. Dhaka Office Saimon Center (3rd Floor) House No.4A, Road No.22 Gulshan Commercial Area Dhaka-1212 Nationality: Japanese Mr. Masaru OKAMOTO General Manager Mitsubishi Corporation, Dhaka Office Anchor Tower ( 8th Floor) 1/1B, Sonargaon Road Dhaka-1205 Nationality: Japanese Mr. Eiji SEKINE Managing Director YKK Bangladesh Pte Ltd House No.34, Road No.21, Block-B Banani, Dhaka-1213 Nationality: Japanese Mr.Sotaro NISHIKAWA Representative JETRO Dhaka Office Sharif Plaza(3rd Floor), 39, Kamal Ataturk Avenue Banani, Dhaka-1213 Nationality: Japanese Mr.Matiur Rahman Chairman & Managing Director Uttara Group of Companies 39, Dilkusha C/A, Dhaka-1000 Nationality: Bangladeshi Mr. Abdul Haque Managing Director Haqs bay Automobiles Ltd. 31, Inner Circular(VIP) Road Naya Paltan, Dhaka-1000 Nationality: Bangladeshi

8.

9.

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11.

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13.

14.

15.

16.

17.

Dr.AKM Moazzem Hussain Advisor Bangladesh AOTS Alumni Society Rooms 31-32, 7th Floor, Eastern Plaza Hatirpool, Sonargaon Road Dhaka-1205 Nationality: Bangladeshi Mr.M.A.Momen Managing Director Toka Ink Bangladesh Ltd. 2, DIT Avenue (Extension) Motijheel C/A, Dhaka-1000 Nationality: Bangladeshi Mr.Shafiul Islam(Kamal) Chairman Navana Limited Islam Chamber(4th Floor) 125/A, Motijheel C/A Dhaka-1000 Nationality: Bangladeshi Mr.Faisal Morshed Khan Managing Director Pacific Bangladesh Telecom Ltd Pacific Center 14, Mohakhali C/A Dhaka-1212 Nationality: Bangladeshi Mr.Manzur Ur Rahman(Ruskin) Solicitor Noorjahan Tower(Flat B-I, 1st Floor) 136, New Circular Road Bara Maghbazar, Dhaka-1217 Nationality: Bangladeshi

THE COMPANIES ACT 1994 A COMPANY LIMITED BY GUARANTEE AND REGISTERED UNDER SECTION 28 OF THE COMPANIES ACT 1994 ARTICLE OF ASSOCIATION OF JAPAN BANGLADESH CHAMBER OF COMMERCE AND INDUSTRY INTERPRETATION A. The Regulation contained in the 7th schedule of the Companies Act, 1994 shall comply to this chamber 1. In the Articles unless there be anything repugnant in the subject or context : The Act means the Companies Act 1994 and all other subsequent amendments of the same. JBCCI means Japan-Bangladesh Chamber of Commerce and Industry. Chamber means Japan-Bangladesh Chamber of Commerce and Industry incorporated under The Companies Act 1994. Japanese means a company or citizen of Japan. Bangladeshi means a company or citizen of Bangladesh. Patron means a Patron of the Chamber. Member means a Corporate Member of the Chamber. Honorary Member means an Honorary Member of the Chamber. General Meeting means a general meeting of the Chamber. The Board of Directors means the Board of Directors of the Chamber elected or otherwise constituted in the manner prescribed by these Articles. The President means the President of the Chamber. The Vice President means the two Vice Presidents of the Chamber. The Secretary General means the Secretary General of the Chamber.

The Treasurer means the person nominated/elected as Treasurer of the Chamber. The Directors means the nominated/elected Directors in the Board of Directors of the Chamber. The Auditors means person/persons or company appointed as Auditor or Auditors of the Chamber. The Secretary means the person or persons appointed as Secretary or Secretaries of the Chamber. Representative of Member shall mean :a) Any partner in a firm registered as a Member b) Any Director of a Company registered as a Member c) Any person holding a power of attorney or letter of procuration for the purpose of enabling him to carry on the business of a Member. d) Any person appointed to exercise the rights and privileges of membership on behalf of any Member. Such appointment being in writing signed or executed by such member or the agent of such member duly authorized in writing and registered with the Secretary of the Chamber. Company means two or more persons carrying on business or body corporate constituted under laws of Bangladesh and Japan. Firm means two or more persons carrying on business in partnership together. Organization/Institution means an Organization/Institution duly registered in Bangladesh or Japan. Words importing the singular number only include the plural number and vice-versa. Words importing the male gender shall include the female. Words denoting persons shall include corporation. Unless the context otherwise requires, words or expressions contained in these Articles shall bear the same meaning as in the Act or any statutory modification thereof in force at the date at which these Articles become binding on the Chamber. 2. For the purpose of registration the membership of the Chamber is declared to be unlimited.

MEMBERS
3. The sponsors to the Memorandum of Association shall be eligible to become members of the Chamber without election on payment of the entry fee and the annual subscription. All other firms or companies or organizations elected/admitted to membership with the exception of honorary members shall pay the entry fee and annual subscriptions prescribed from time to time by the members at the General Meeting. The Chamber shall have Patron(s) to be determined by the Board of Directors. Patrons will be ex-officio persons and shall have no right to vote in any meeting. The Ambassador of Japan to Bangladesh and the Chairman & CoChairman of the Japan-Bangladesh Joint Committee for Commercial and Economic Cooperation will be the ex-officio Patrons of the Chamber. 4. The membership of the Chamber shall comprise of the following classes :a) General Members Members of this group shall be open to any firm/company/organization/institution which has Japanese or Bangladeshi registration/incorporation and is engaged in business/manufacturing/other activities involving these two countries. Members shall be eligible to vote at all meetings. b) Honorary Members Membership of this group shall be open to distinguished persons invited by the Board of Directors to be members. Such Honorary Members shall not be eligible to vote at meetings or hold any elected office of the Chamber. 5. Any firm/company/organization eligible for membership may become a member in their conventional or corporate name. 6. Every member upon election/admission to the Chamber shall give to the Secretary in writing a mailing address and notify the Secretary of any change thereof from time to time. ADMISSION OF MEMBERS 7. Every candidate for membership shall complete an application form as may be prescribed by the Board of Directors and shall undertake to be bound by the Memorandum and Articles of Association and Rules for the time being of the Chamber. The application shall be signed if the candidate a firm by the partners resident in Bangladesh or Japan and if a company or organization by its properly authorized person.

8.

Candidate for admission as members shall be proposed by one member and seconded by another member. The proposal shall be in writing signed by or on behalf of the proposer and seconder and shall state such particulars as the Board of Directors may from time to time direct including :a) In the case of firm candidate the names and nationalities of the partners thereof respectively, and the nature of the firms business. b) In the case of a company or organization candidate the particulars of the constitution and management and the business of the company/organization. Notice of the proposal shall be circulated by the Secretary to the Members of the Board of Directors prior to the date of the Board of Directors meeting at which the proposal is to be considered.

9. Each proposal for admission shall come before a meeting of the Board of Directors and shall be subject to the approval of a majority of the Members of the Board of Directors present at the meeting in question. Membership shall be effective from the first day of the month following the date of admission. 10. A rejected candidate may again be proposed for admission in accordance with Article 9 after a lapse of not less than one year from the date of rejection. 11. The Secretary shall promptly inform the proposer and seconder of the result of each proposal for admission as member. 12. The Secretary shall send to each newly admitted member immediately after his admission written notice thereof together with a copy or print of the Articles of the Chamber unless such print or copy has already been received by him or it together with a notification of the amounts of entrance fee and subscription payable by him or it, and the entrance fee and subscription due shall be paid to the Chamber within one calendar month of the date of election failing which the Board of Directors may in its discretion cancel such admission and thereupon such newly admitted, firm/company/organization shall cease to be a member and the Secretary shall inform him or it and the proposer and seconder forthwith. 13. The Board of Directors may from time to time if it deems so invite distinguished persons to become Honorary members. ENTRY FEE, SUBSCRIPTION AND FINANCE 14. The entry fee and annual subscription shall be such sums as the Board of Directors and Members in General Meeting from time to time prescribe. The rates of entry fee and annual subscription shall be as follows for the time being:

Entry Fees(one time) Taka Members 20,000.00

Annual Fees Taka 10,000.00

15. The annual subscription shall be payable by the existing and newly admitted members within 30 days from the date the subscription falls due. For newly admitted members the annual subscription shall be payable within 30 days of the receipt of a notice by such member from the Secretary. 16. The rate of Entry Fees and Annual Subscription may be revised and refixed by the Board of Directors from time to time.

CESSATION OF MEMBERSHIP 17. A member shall cease to be a Member of the Chamber if :a) the member voluntarily withdraws the membership through application to the chamber. b) his annual subscription is in arrears for three months and the Member thereafter fails to pay such fee or subscription within one month from the date on which written notice requiring payment thereof is sent to the Member by Secreary. c) the Member ceases to meet the criteria for membership. d) the Member is declared as bankrupt or is convicted by the court of justice. ii. The decision of the Board of Directors as to whether any member has ceased to become a member within the provision of this Article shall be final and binding on such member. iii. Any member who ceases to be a member in pursuance of this Article shall be liable to pay all arrears of subscription due at the date of so ceasing to be a member. iv. A firm shall not cease to be a member by reason only of a change in the constitution of the firm occasioned by the admission or retirement or death of a partner provided the business of the firm is carried on under the conventional name in which such firm becomes or was admitted/elected a member.

v.

If any member in the opinion of the Board of Directors fails to conform to any published rules and regulations of the Chamber or is guilty of conduct derogatory to the dignity of or injurious to the reputation or interest of the Chamber, such member shall be served with notice to explain his conduct which the member will reply within two weeks and submit his reply to the Chambers Secretariat. The Board of Directors will place the reply of the member to an extra-ordinary general meeting to consider whether or not such member should be expelled from the Chamber. At such meeting the member whom it is proposed to expel and in the case of such member being firm or company/organization then a representative of such firm or company/organization shall be permitted to address the meeting or to require the Chairman of the meeting to read to the meeting a written statement with reference to the matter complained of.

vi. If two-thirds of the members present and voting at such meeting is in favour of expelling such member from the Chamber such member shall be expelled accordingly and shall cease to be a member of the Chamber. The voting shall be by ballot and if not less than five members present at such meeting so demanded. vii. A member expelled from the Chamber under this Article may not be proposed for re-admission as a member of the Chamber for a period of two (2) years from the date of his so ceasing to be a member. FINANCIAL PROVISIONS 18. Bequests, gifts or donations can be made to the chamber in furtherance of the objectiveness of the chamber. Subject to these Articles, the funds of the chamber may be expended for any purpose necessary for the carrying out of the objectives of the chamber, including the expenses of its administration, the payment of salaries, allowances and expenses of its office-bearers and paid staff, but they shall on no account be used to pay the fine imposed on any member who has been convicted in a court of law. The Treasurer may hold a petty cash fund not exceeding Taka 20,000.00 (twenty thousand) at any one time. All funds in excess of this sum shall within seven days of receipt be deposited in the Bank Account of the Chamber. To receive any donation from overseas, the regulations of the Govt. of Bangladesh are to be followed. OFFICERS AND BOARD OF DIRECTORS 19. The composition of committees, sub-committees and appointments to any position within the Japan-Bangladesh Chamber of Commerce and Industry and the terms and conditions thereof existing as at the date of incorporation under these Articles shall, unless inconsistent with these Articles, have continuing effect unless or until otherwise decided in accordance with the powers vested by these Articles.

20. The affairs of the Chamber shall be managed by the Board of Directors. The Board of Directors shall consist of the President, two Vice Presidents, Secretary General, Treasurer, and 7(seven) Directors all of whom shall be members or representatives of members of the Chamber. No member shall have more than one seat on the Board of Directors. In addition, the person appointed as Secretary shall be ex-officio member of the Board of Directors without voting right. The first Board of Directors shall be nominated by the sponsor members of the Chamber and the subsequent Board of Directors shall be elected as per provisions of these Articles. Out of the 12 members of the Board of Directors, six shall be from Japan and six shall be from Bangladesh. If the President is a Bangladeshi, one of the two Vice Presidents shall be a Japanese and vice versa. If the Secretary General is a Bangladeshi, the Treasurer shall be a Japanese and vice versa. Out of the remaining seven Directors, four will be from Japan and three will be from Bangladesh. The post of the President shall be rotating among Bangladesh and Japan as far as possible. The first Board of Directors of the Japan-Bangladesh Chamber of Commerce & Industry shall be as follows :President Vice Presidents (1) (2) Secretary General Treasurer Directors (1) (2) (3) (4) (5) (6) (7) Mr. Matiur Rahman Mr. Hideo Ueno Mr. Abdul Haque Dr. AKM Moazzem Hussain Mr. Sotaro Nishikawa Mr. Toshiaki Shoji Mr. Takao Kobayashi. Mr. Kenichi Nakahara Mr. Masaru Okamoto Mr. M.A. Momen Mr. Shafiul Islam (Kamal) Mr. Faisal Morshed Khan

21. The tenure of office of the Board of Directors shall be for a period of 2 (two) years unless otherwise determined by the Chamber in the General Meeting. The counting of a year shall be from 1st April to 31st h March. 22. The office of President and other members of the Board of Directors shall be vacated:(a) If he/she becomes bankrupt. (b) If he/she be found lunatic or of unsound mind. (c) If he/she absents himself/herself from three consecutive Board of Directors meetings without special leave of absence from the Board of Directors and a resolution is passed in the Board meeting that such member has by reason of such absence vacated his/her office. (d) If by notice in writing given to the Chamber he/she resigns his office. (e) If he/she be removed from office by special resolution of the Chamber.

ELECTION AND APPOINTMENT OF OFFICERS 23. The election of the Board of Directors shall be held every two years (either by consensus or by secret ballot) at the Annual General Meeting in the month of March when all the members of the Board of Directors shall retire. For the sake of continuity, the outgoing President and the outgoing Secretary General shall be nominated to act as Directors for the following term of two years. The remaining 10 members of the outgoing Board of Directors shall also be eligible to contest in the election. Out of the 12 members of the Board of Directors, six shall be elected from Japan and six from Bangladesh. If a Bangladeshi is elected as the President, one Japanese shall be elected as one of the two Vice Presidents and vice versa. In the same way, if a Bangladeshi is elected as the Secretary General, a Japanese shall be elected as the Treasurer and vice versa. The election procedure of the Board of Directors shall be governed by the provisions of the trade Organization Ordinance 1994 or any amendment thereof in vogue. 24. The members of the Board of Directors shall be nominated and elected as follows:-

1) Nomination shall be signed by one member proposing and another member seconding and by the members nominated signifying their willingness to serve if elected. The nomination shall be in the name of a person representing a firm/company/organization which is a Member of the Chamber. Nomination shall be sent to reach the Secretary General not less than thirty days before the date of the Annual General Meeting. 2) The Members shall elect the members of the Board of Directors by general consensus or by secret ballot. 3) a) An Election Board will be formed by the Board of Directors to conduct the Election of the Board of Directors. The Election Board shall be responsible to make Election Rules which must have approval of the Board of Directors. b) There shall be an Election Appeal Board to be formed by the Board of Directors which would resolve any dispute arising in the process of holding the Election duly referred to this Board by any aggrieved party involved in Election process. The Election Board and the Election Appeal Board shall be formed as per Trade Organization Rules 1994 or its subsequent amendments. c) The Election Board and the Election Appeal Board will be constituted according to the T.O. Rules & Regulations. 4) The Election Board shall declare the results of the Election by notification in the Annual General Meeting or otherwise as resolved by the Board of Directors. 5) Members of the Board of Directors duly nominated or elected as the case may be shall take office from the conclusion of the Annual General Meeting or at a date fixed up by the Annual General Meeting or within 15 days from the date of official declaration of the election results. 25. If any vacancy occurs in any post of the Board of Directors, the Board of Directors shall have the power to co-opt a Member to fill up the vacancy for the remaining period of its tenure. If the post of the President who is a Japanese falls vacant, it will be filled up by cooption of a Japanese Vice President and vice versa. If the post of a Vice President who is a Japanese falls vacant, it will be filled up by cooption of a Japanese Director and vice versa. If the post of a Director who is a Japanese falls vacant, it will be filled up by cooption of a Japanese Member of the Chamber and vice versa. 26. The Secretary shall be appointed by the Board of Directors

THE BOARD OF DIRECTORS 27 a) The Board of Directors shall be the elected body of the Chamber and shall attend all Board meetings and notice of meeting shall be issued by the Secretary General of the Chamber in consultation with the President. The Directors may make such regulations, as they think proper in regard to the summoning and holding of meetings of the Board of Directors for the transaction of the business at such meetings. The record of the proceedings shall remain open for inspection by the members who shall be entitled to take copies thereof on the payment of such fees as may be fixed by the Board of Directors from time to time. b) If the three consecutive meetings of the Board of Directors are not called, a requisition Board Meeting can be called by majority members of the Board. c) The Management and the business of the Chamber shall be vested in the Board of Directors where in, the Directors are integral part and the Board then will be considered as trustees of the Chamber in respect of the properties of the Chamber. The Board of Directors shall keep the members fully informed about their activities. PROCEEDINGS OF THE BOARD OF DIRECTORS 28. The President or in his absence one of the two Vice Presidents shall preside over a meeting of the Board of Directors, but in the absence of the President a Vice President from the country of the President shall preside over the meeting and in the absence of the President and Vice Presidents the Board of Directors shall elect one Board Member to preside over the Board Meeting. 29. The Board of Directors shall meet at least once in three months and at other such times as it may deem necessary. 30. The Board of Directors shall conduct its business as per these articles and shall keep close coordination among the members of the Chamber. The Secretary General of the Board of Directors shall issue notice for meeting normally before 7(seven) days of the meeting but in case of an emergent requirement a meeting may be held at any short notice by informing all members of the Board. 31. Five (5) members of the Board of Directors present shall form a quorum for the transaction of business. 32. The Board of Directors shall conduct its business by voting on any issue and where there is an equality of votes the President of the meeting shall be entitled to a casting vote in addition to his own vote as a member.

POWER AND DUTIES OF THE BOARD OF DIRECTORS 33. The Management of the business and funds of the Chamber shall be vested in the Board of Directors who in addition to the powers by these articles expressly conferred on them may exercise all such powers and do all such acts and things as may be exercised or done by the Chamber. However if the Board of Directors may deem, they may refer any issue to the general meeting for resolution. Without prejudice to the General Powers conferred by the preceding Article the Board of Directors shall have power:a) To appoint committee(s) and sub-committee(s) consisting of members or representatives of members which may be permanent or temporary or for special purposes as the Board of Directors may determine; b) To delegate, subject to such conditions as it thinks fit, any of its powers to committees and sub-committees, with the exception of the power to make byelaws, and to make vary and repeal bye-laws or for the regulations of the proceedings of committees and sub-committees; c) To make vary and repeal by-laws for the election of members, for the regulation of the business of the Chamber whether internal, external or conducted in concert with other associations, the regulation of officers, employees or members of the Chamber and particularly for the conduct of arbitration; d) From time to time to appoint such officers, clerks, agents and employees for and at their pleasure to remove or suspend the same from permanent, temporary or special services as they may think fit and to determine their powers and duties to fix their salaries, wages commission or emoluments and to ensure security in such instance and to such amount as they may think fit; e) To undertake on behalf of the Chamber the payment of all rents, and the performance of all covenants, conditions and agreements contained in or reserved by any deed or contract to which the Chamber may be a party, or which may have been assigned to the Chamber to insure and keep insured, if deemed expedient, all or any of the buildings articles of other property of the Chamber, to insure against the consequential loss through fire, of the Chambers revenue and/or standing charges and to execute all deeds, agreements, contracts, receipts and other documents that may be necessary or expedient for the purpose of the Chamber; f) To commence, institute, prosecute and defend all such actions and suits as the Board of Directors may deem necessary or expedient on the part of the

Chamber and to compromise or submit the same to arbitration as the Board of Directors in its discretion may think fit; g) To determine the manner in which bills, notes, receipts, acceptances, endorsements, cheques, release, contracts and documents shall be signed or executed on behalf of the Chamber; h) To execute in the name and on behalf of the Chamber in favour of any member of the Chamber or other person who may incur or be about to incur any personal liability for the benefit of the Chamber such mortgages of the Chamber property (present and future) as they may think fit and any such mortgage may contain a power of sale and such other powers, convenants and provisions as shall be agreed upon; i) To raise funds/donations from home and abroad for the purpose of the Chamber.

34. Any rules or the bye-laws made by the Board of Directors and signed by the President and in his absence one of the Vice Presidents and the Secretary General shall be deemed to have been duly made by the Board of Directors which shall be printed and circulated to the members. GENERAL MEETING AND ANNUAL GENERAL MEETING 35. The first general meeting shall be held at such time not being less than one month and not more than three months from the date of incorporation of the Chamber and at such place and time as the Board of Directors may determine. 36. An Annual General Meeting shall be held once in every tenure year. 37. The Board of Directors may whenever think fit convene a general meeting or extraordinary general meeting. If no general meeting or extra-ordinary general meeting is called by the Board of Directors during the period of one year or more, a requisitioned extra-ordinary general meeting can be called by signatures of at least 51% members of the Chamber. 38. Any requisition made by members shall express the objects for which it is desired that the meeting be called and shall be left at the Registered office of the Chamber. It must be signed by the requisitionists and may consist of several documents each signed by one or more requisitionists. 39. The Board of Directors shall within fourteen days after the receipt of such requisition proceed to convene an Extraordinary General Meeting. If they do not proceed to convene the same within fourteen days after the receipt of the requisition

then the requisitionists or a majority of them may themselves convene an Extraordinary General Meeting to be held within one month from the date of the submission/deposit of the requisition on such time and day and at such place as the persons convening the same may determine. Any meeting convened under this article by the requisionists shall be convened in the same manner as nearly as possible as that in which meetings are convened by the Board of Directors. 40. A notice may be served upon any member personally or by sending it through the post in a prepaid letter addressed to such member at the registered address given by the member to the Secretary. (a) Twenty-one clear days notice shall be given to the Members of any meeting which may be called to consider any special resolution of the Chamber. (b) In all other cases, fourteen days notice shall be given to the members specifying therein the time date and place of the meeting clearly mentioning the business to be transacted. 41. The accidental omission to give any notice to any member shall not invalidate any resolution passed at any meeting. 42. The business of the Annual General Meeting shall be to receive and consider the Balance Sheet and accounts and the Report of the Board of Directors and to elect office bearers every two years and appoint auditors and to transact any other business which under these Articles ought to be transacted at an Annual General Meeting. 43. All other business transacted at an Annual General Meeting other than the business vide article 42 and all business at an Extraordinary General Meeting shall be deemed special. 44. No business shall be transacted at any General Meeting unless a quorum of members is present at the time when the meeting proceeds to business. If the number of members does not exceed ten (10), the number of quorum shall be five (5). If the number exceeds ten, there shall be added to the above quorum one for five additional members but with the limitation that no quorum shall in any case exceed ten. 45. If within 30 minutes from the time appointed for the meeting a quorum is not present the meeting if convened upon the requisition of members shall be dissolved; in any other case it shall stand adjourned to such day in the next week and at such time and place as the Board of Directors may appoint. 46. At any adjourned meeting the member or members representative present personally whatever their number shall form a quorum and shall have power to decide upon all matters which could properly have been disposed of at the meeting from which the adjournment took place if a quorum had been present.

47. The President or in his absence one of the two Vice Presidents shall preside over every general meeting or if within 30 minutes of the time appointed for such meeting none of these shall be present or shall decline to take chair or shall retire from the chair the members of the Board of Directors present shall choose some one of their members present to preside over the meeting and if no such members of the Board of Directors is present or if all such members of the Board of Directors decline to take the chair or shall retire from the chair the members shall choose some of their general member or some representative of a member to preside over the meeting. 48. The President may with the consent of the house adjourn any general meeting from time to time and from place to place but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. AMENDMENT OF THE ARTICLES OF ASSOCIATION 49. Any amendment of the Articles of Association of the Chamber can be made in a General Meeting/Extra-Ordinary General Meeting specifically called for the purpose by th majority vote of the Members of the Chamber. MINUTES 50. The Board of Directors shall cause proper minutes of all proceedings to be duly entered in Books provided for the purpose. ACCOUNTS AND BANK ACCOUNTS 51. The Board of Directors shall cause proper books of accounts to be kept at the Registered Office of the Chamber or at such place or places and in the charge of such person as the Board of Directors may from time to time direct. True accounts shall be kept of the sums of moneys received and expended by the Chamber. The Board of Directors may resolve to open Accounts in the name of the Chamber with any Bank/Banks and nominate signatories to operate the account. The Treasurer jointly with either the President or one of the Vice Presidents or the Secretary General will operate the Bank Account. No expenditure exceeding Taka 50,000/- at any one time shall be incurred without the prior sanction of the Board of Directors. Expenditure less than Taka 50,000/- may be incurred by the President together with the Secretary General and the Treasurer. 52. The Board of Directors from time to time shall determine whether and to what extent and at times and places and under what conditions and regulations the accounts and books of the Chamber or any of them be open to the inspection of the members. No member shall have right of inspecting any accounts book or

documents of the Chamber except as conferred by law or authorized by the Board of Directors or by the Chamber in General Meeting. 53. At the Annual General Meeting each year the Board of Directors shall submit an Annual Report and Income and Expenditure Account and a Balance Sheet containing a summary of the assets and liabilities of the Chamber made up to a date not more than three months before the meeting from the time when the last preceding account and balance sheet were made up or in the case of the first account and Balance Sheet from the incorporation of the Chamber. At the Annual General Meeting report shall be presented by the Board of Directors as to the state of conditions and affairs of the Chamber. The Balance Sheet, Accounts and Report shall be signed by the President or one of the Vice Presidents and Secretary General and counter signed by the Treasurer. A printed copy of such account and balance sheet and report of the Board of Directors shall be sent to every member with the notice convening the meeting and a copy shall also be displayed at the Registered Office of the Chamber for the inspection of Members for a period of at least five days before the meeting. AUDIT 54. The Auditor shall audit the accounts of the Chamber and of all funds connected with or controlled by the Chamber. The Auditor shall be appointed at each Annual General Meeting to hold office until the next Annual General Meeting. SEAL 55. (a) The Chamber shall have a common seal. The Board of Directors shall provide for the safe custody of the Seal, which shall only be used by the Authority of the Board of Directors and every instrument to which the Seal is affixed shall be signed by any two members of the Board of Directors. (b) There shall be an Emblem of the Japan-Bangladesh Chamber of Commerce and Industry which may be used on letterheads, badges, banners, and in other forms of display. WINDING UP 56. The members of the Chamber shall have the right to wind up/dissolve the Chamber at a General Meeting specially called for the purpose and with a th majority vote of all Members. If upon the winding up or dissolution of the Chamber there remains after liquidation of all its debts and liabilities any property whatsoever the same shall not be paid to or distributed among the members of the Chamber but shall be given or transferred to some other institutions having objects similar to the objects of the Chamber to be determined by the

th majority vote of members of the Chamber in the General

Meeting/Extra Ordinary General Meeting specially called for the purpose at or before the time of dissolution and in default thereof by a judge of the High Court of Bangladesh. We the several persons whose names, addresses and descriptions subscribed hereunder are desirous of being formed into a chamber in pursuance of this Memorandum of association:SL. NO. Name, Address, Occupation, Nationality of Subscribers Mr. Hideo UENO General Manager ITOCHU Corporation, Dhaka Office Jahangir Tower, 2nd Floor 10, Kawran Bazar C/A. Dhaka-1215 Nationality: Japanese Mr. Toshiaki SHOJI General Manager Sumitomo Corporation, Dhaka Branch Dhaka Sheraton Hotel Annex-2, 3rd Floor, 1, Minto Road Dhaka-1000 Nationality: Japanese Mr. Akihiko MISHIMA General Manager Toyo Engineering Corp(TEC), Dhaka Office House 12, Road 7, Baridhara Dhaka-1212 Nationality: Japanese Mr. Manabu KOMATSU Resident Manager Pan Pacific Sonargaon Hotel 107, Kazi Nazul Islam Avenue Dhaka-1515 Nationality: Japanese Mr. Hiroaki MUKAICHI Team Leader Pacific Consultants International House No.3/A, Road No.90 Gulshan-2, Dhaka-1212 Nationality: Japanese Signature

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Mr. Takao KOBAYASHI General Manager Marubeni Corporation, Dhaka Office Anchor Tower (3rd Floor) 1/1B, Sonargaon Road Dhaka-1205 Nationality: Japanese

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Mr. Kenichi NAKAHARA General Manager Mitsui & Co., Ltd. Dhaka Office Saimon Center (3rd Floor) House No.4A, Road No.22 Gulshan Commercial Area Dhaka-1212 Nationality: Japanese Mr. Masaru OKAMOTO General Manager Mitsubishi Corporation, Dhaka Office Anchor Tower ( 8th Floor) 1/1B, Sonargaon Road Dhaka-1205 Nationality: Japanese Mr. Eiji SEKINE Managing Director YKK Bangladesh Pte Ltd House No.34, Road No.21, Block-B Banani, Dhaka-1213 Nationality: Japanese

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Mr. Sotaro NISHIKAWA Representative JETRO Dhaka Office Sharif Plaza(3rd Floor), 39, Kamal Ataturk Avenue Banani, Dhaka-1213 Nationality: Japanese

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Mr. Matiur Rahman Chairman & Managing Director Uttara Group of Companies 39, Dilkusha C/A, Dhaka-1000 Nationality: Bangladeshi Mr. Abdul Haque Managing Director Haqs bay Automobiles Ltd. 31, Inner Circular(VIP) Road Naya Paltan, Dhaka-1000 Nationality: Bangladeshi Dr. AKM Moazzem Hussain Advisor Bangladesh AOTS Alumni Society Rooms 31-32, 7th Floor, Eastern Plaza Hatirpool, Sonargaon Road Dhaka-1205 Nationality: Bangladeshi Mr. M.A. Momen Managing Director Toka Ink Bangladesh Ltd. 2, DIT Avenue (Extension) Motijheel C/A, Dhaka-1000 Nationality: Bangladeshi Mr. Shafiul Islam (Kamal) Chairman Navana Limited Islam Chamber(4th Floor) 125/A, Motijheel C/A Dhaka-1000 Nationality: Bangladeshi Mr. Faisal Morshed Khan Managing Director Pacific Bangladesh Telecom Ltd Pacific Center 14, Mohakhali C/A Dhaka-1212 Nationality: Bangladeshi Mr. Manzur Ur Rahman (Ruskin) Solicitor Noorjahan Tower(Flat B-I, 1st Floor) 136, New Circular Road Bara Maghbazar, Dhaka-1217 Nationality: Bangladeshi