THE CONSTITUTION OF COOK ISLANDS CHAMBER OF COMMERCE INC.

THE CONSTITUTION OF COOK ISLANDS CHAMBER OF COMMERCE INC. 1 NAME 1.1 The name of the Society shall be Cook Islands Chamber of Commerce Inc. (hereinafter referred to as the Chamber ). 1.2 The Chamber shall be an association of business and professional persons, and corporations associated for the purpose of carrying out the objects and duties hereinafter set forth. 2 REGISTERED OFFICE 2.1 The registered office of the Chamber shall be at such place or places, as the Chamber shall from time to time determine. 3 OBJECTS 3.1 The objects of the Chamber shall be: The promotion, protection, encouragement and advancement of trade, commerce, industry and the professions throughout the Cook Islands. The promotion and protection of the general welfare of the Cook Islands. To promote or oppose legislative, administrative and other measures affecting directly or indirectly such trade, commerce, industry and general welfare and to secure proper administration of such measures. To procure the removal or redress of all hindrances and grievances affecting directly or indirectly such trade, commerce, industry, and general welfare. To collect and circulate statistics and other information relating to industry and commerce. To develop the general public interest in the Chamber by diffusing information on all matters pertaining to the Chamber s activities and by publishing and circulating notices, papers and circulars as may be deemed necessary for this purpose. To take steps from time to time as the Chamber may consider necessary to give publicity to the Cook Islands. To co-operate and/or affiliate with any society, Club or Association, having similar objects either wholly or in part and to join, co-operate with, or subscribe to the funds

of any Society, Club or Association for the purpose of better attaining or otherwise furthering the objects and interests of the Chamber or the members thereof. To facilitate arbitration of disputes or differences, which may arise from commercial and industrial questions. Generally, to do such acts and things whatsoever as may be considered for the benefit of the community, or of members of the Chamber. 4 MEMBERSHIP 4.1 Membership of the Chamber shall be open to any person, partnership, firm, company, society, corporate body or a statutory body or any other organization whether incorporated or unincorporated body engaged in commerce, trade, industry or any profession in the Cook Islands if: approved for membership by the Executive Committee invited to become an ordinary member by the Executive Committee and has accepted such an invitation invited to become an honorary member pursuant to provisions of Clause 5 of this Constitution and has accepted the invitation 4.2 Any reference in this Constitution to a member shall be deemed to include a representative appointed by a member where the context so permits. 4.3 A candidate for membership shall make application in writing signed by the applicant and two members of the Chamber as nominators and delivered to the Executive Director. All candidates shall attach a copy of evidence confirming the formation of its organisation. 4.4 Where the candidate is a corporate body the name of the person who is authorised to represent and vote on behalf of such candidate, together with their alternate(s) in the event of such persons absence, shall also be stated and such person shall remain so authorized until the Chamber is given notice in writing by the member of the termination of his/her authority and the appointment of a person in his/her place. 4.5 Applications for membership shall be brought before the Chamber at its next Executive Meeting and the candidate thereupon is elected to membership on obtaining a majority vote of those Executive Committee Members present. 4.6 Any member desiring to resign shall notify such desire to the Executive Director in writing and the same shall be considered at the first meeting of the Chamber thereafter. 4.7 In addition to cessation of membership by non-payment of fees pursuant to Clause (6.3) a member may be removed from the register of members by a majority decision of

the Executive Committee for unbecoming behaviour or acting in a manner contrary to the interests of the Chamber. Following the decision of the Executive Committee the Executive Director shall send a letter notifying that the member has been removed from the register of members. 4.8 There shall be kept at the Registered Office of the Chamber or at such place or places as the Executive Committee may from time to time direct a Register of the members of the Chamber. 5 CLASSES OF MEMBERSHIP 5.1 The members of the Chamber shall be the following classes and any person who in the opinion of the Executive Committee has the qualifications set out below against any of those classes shall be eligible to be admitted to membership of that class: 5.2 Ordinary Member 5.2.1 A body or person (whether a corporation or an unincorporated body) who has paid the full annual fee as approved and determined at the Annual General Meeting. 5.2.2 Any differential fees will be payable as prescribed by the Executive Committee in accordance with Clause (6.1) below. 5.3 Associate Member 5.3.1 Any corporation or society or body shall be eligible to apply for Associate Membership in accordance with Clause (4.3), if its activities are carried out in manner similar to that of an industry, trade or business. 5.3.2 Associate Members shall not have a vote at any meeting. 5.3.3 The Executive Committee may from time to time determine in respect of Associate membership the amount of the annual subscription payable and may determine the date as and from which any new rate shall come into force. 5.4 Honorary Member 5.4.1 The Executive Committee may from time to time recommend at the Annual General Meeting any person to be an Honorary Member of the Chamber. Honorary Members shall not be liable for payment of any annual subscription; shall not hold any office in the Chamber and shall have no vote at any meeting. 5.4.2 In all other respects Honorary Members shall have the rights and privileges as other members.

6 SUBSCRIPTIONS 6.1 The annual subscription payable by Ordinary Members shall be recommended by the Executive Committee to the Annual General Meeting and shall be fixed at that meeting. If the subscription is not fixed at the Annual General Meeting, it shall be the same as the previous year. 6.2 Notwithstanding anything herein contained, the Executive Committee shall have the power to remit, suspend or postpone payment of the annual subscription or part thereof payable by any member. 6.3 The annual subscription shall cover the period of 1st January to 31st December each year and shall be payable in advance. In the case of any member whose subscription is in arrears and unpaid for more than three months, the Executive Director shall cause to be sent to the last address of the member, a notice requiring payment within one month and failing such payment the member shall ipso facto cease to be a member and shall be so advised in writing by the Executive Director. Such member may be reinstated by resolution of the majority vote of the Executive Committee members following payment of all arrears. 7 EXECUTIVE COMMITTEE 7.1 The Executive Committee shall consist of up to seven representatives of Ordinary Members who shall hold office from the date of election until the end of the next ensuing Annual General Meeting of the Chamber. 7.2 The Executive Committee shall consist of a President, Immediate Past President, Vice President, Treasurer and three Executive Members. 7.3 In addition, the Executive Director appointed in accordance with Clause (10) shall be an ex-officio member of the Executive Committee. 7.4 The Executive Committee shall have the power to co-opt any member including representatives of Industry Councils or affiliated associations from time to time. 7.5 The President shall not serve as President for a period greater than the period extending between four consecutive Annual General Meetings. 7.6 The Immediate Past President shall vacate his/her position as an officer of the Executive Committee upon the cessation from office of the President, who shall immediately assume the office of Immediate Past President. 7.7 The Executive Committee may meet at any time for the despatch of business and shall make such rules regulating the conduct of its meetings and transacting the Chamber s business, as it deems advisable with the power to appoint sub-committees for any purpose.

7.8 No business shall be conducted at any Executive Committee meeting unless any one of the President, Vice President or Executive Director together with three other Executive Members is present. 7.9 Any member of the Executive Committee absenting him/herself without leave from three consecutive meetings shall automatically thereby vacate his/her seat. 8 POWERS OF EXECUTIVE COMMITTEE 8.1 The management and control of the affairs of the Chamber shall be vested in the Executive Committee which (in addition to any other powers expressly conferred upon it by this Constitution) may carry into effect all or any of the objects of the Chamber and may exercise all powers of the Chamber and do all such acts and things as may be exercised or done by the Committee and as are not by this Constitution expressly directed or required to be exercised or done by the Members in general meeting. 8.2 It shall be permissible for any member of the Executive Committee or the Chairman of any association, trade section or group to object to the Executive Committee coming to a final decision on any question if such decision is, in his/her opinion, calculated to affect injuriously the interests of any association, trade section or group. 8.3 In such case the question shall be referred to the member or Chairman of such association, trade section or group concerned for report to be submitted within three weeks to the Executive Committee; which thereupon shall finally deal with the matter at its next Executive Committee meeting. 8.4 The Executive Committee is hereby empowered to act as mediator or arbitrator in any dispute amongst its members provided the parties concerned are agreeable and express an undertaking that the decision of the Council shall be binding on all concerned. 9 VACANCY IN OFFICE 9.1 In the event of a vacancy occurring in the office of President or Vice-President, the vacancy is to be filled at the next Meeting of the Chamber. Seven days notice of the purpose of such a meeting shall be given to all financial members of the Chamber. 10 EXECUTIVE DIRECTOR 10.1 The Executive Director shall be appointed by the Executive Committee. The duties of the Executive Director shall be: Enter into correspondence on behalf of the Chamber. Keep proper minutes of all Meetings of the Chamber and the Executive Committee (which shall be confirmed at the meeting of the Chamber or Executive Committee, as relevant, next following the meeting to which such minutes refer).

Perform such duties as outlined in the Job Description for the Executive Director Make provision for the safe custody of the seal of the Chamber and of its books, records, documents and personal property. 11 AUDITOR 11.1 The accounts of the Chamber shall be audited each year, by an auditor appointed at the Annual General Meeting of the Chamber. If the position of auditor shall become vacant during the year, the Executive Committee shall appoint another person as auditor. 12 SOLICITOR 12.1 A solicitor to the Chamber may be appointed by the Executive Committee to act as the legal adviser to the Chamber. The Chamber may in its discretion refer to the solicitor all matters upon which a legal opinion is required for the Chamber and may instruct him/her to act for the Chamber on any matter it considers expedient so to do. 13 FINANCIAL YEAR 13.1 The financial year of the Chamber shall end on 30 June thereafter. The financial year shall be from 01 July until 30 June next following. 14 MEETINGS 14.1 The Annual General Meeting of the Chamber shall be held not later than three calendar months after the end of the financial year at such time and place as may be fixed by the Chamber. 14.2 At least fourteen days written notice of such Annual General Meeting and the agenda, shall be given to the Members by the Executive Director, by circular posted or sent by electronic mail to every Member, addressed to such Member at his or its last known address. In addition, an advertisement will be placed in a local newspaper at least 14 days prior to the Annual General Meeting. 14.3 The business to be transacted at the Annual General Meeting shall include: 14.3.1 The Executive Committee shall produce an audited statement of the income, an expenditure and a balance sheet, containing a summary of the assets and liabilities of the Chamber made up to the end of the previous financial year for the consideration of the Annual General Meeting. 14.3.2 Every such statement shall be supplemented by a Report from the President as to the state and condition of the Chamber.

14.3.3 The Officers of the Executive Committee for the ensuing year shall be elected at the Annual General Meeting and the Auditor for the ensuing year shall also be appointed. 14.3.4 Such other matters notified in the agenda circulated to Members. 14.4 Ordinary Meetings of the Chamber shall be held on a regular scheduled basis as determined by the Executive Committee. At least seven days written notice of such Ordinary Meeting and the agenda, shall be given to the Members by the Executive Director, by circular posted or sent by electronic mail to every Member, addressed to such Member at his or its last known address. 14.5 Special Meetings of the Chamber may be convened by order of the President or the Vice-President or by six members of the Chamber. At least two days written notice of such Special Meeting and the agenda, shall be given to the Members by the Executive Director, by circular posted or sent by electronic mail to every Member, addressed to such Member at his or its last known address 14.6 All Meetings shall be chaired by the President and in his/her absence the Vice- President. In the event of the President and Vice-President both being absent, a Chairman shall be elected from among those present. 15 QUORUM 15.1 No business shall be transacted at any Chamber meeting unless ten of the members shall be present thereat. 15.2 If within half an hour from the time appointed for the meeting the required number of members is not present, the meeting, if a special meeting shall lapse without prejudice to the calling of another meeting for the same purpose; if any ordinary or Annual General Meeting it shall stand adjourned for one week at the same time and at such place as the Chairman shall appoint when those attending the adjourned meeting shall form a quorum. 16 ADJOURNMENTS 16.1 The Chairman of any meeting may with the consent of the meeting order an adjournment from time to time. 17 VOTING 17.1 Every question submitted to any meeting of the Chamber shall be decided in the first instance on the voices but if requested by three or more members, by a show of hands, provided however, if requested by five or more members the vote shall be by secret ballot. 17.2 The Chairman shall be entitled to exercise both a deliberative and a casting vote. 17.3 At any meeting as aforesaid, a declaration by the Chairman of the meeting, that a resolution has been carried or lost, together with an entry in the Minute Book or book, of

proceeding shall be evidence of the fact, of the number or proportion of votes recorded in favour or against such resolution. 17.4 No member whose subscription is in arrears for more than three months shall be allowed to vote or take part in any meeting of the Chamber. 17.5 Voting by proxy shall be permitted only if the proxy is in writing and lodged with the Executive Director prior to the meeting. 17.6 By notice placed in the hands of the Executive Director prior to the meeting a member or representative of a corporate member may appoint a substitute to act in the place of such member or representative of a corporate member at any particular meeting of the Chamber. 18 IRREGULARITIES OF MEETINGS 18.1 If any irregularity shall occur in the convening or holding of any meeting or in any election or other proceedings at such meeting and the same shall not be noticed and objected to at the time, all proceedings of such meetings shall be of the same force and validity as if no such irregularity had occurred, but if any irregularity shall be noticed and objected to the meeting shall decide thereon and such decision shall be final and conclusive. 19 COMMON SEAL 19.1 The Executive Committee shall be entrusted to provide a Common Seal for the Chamber which shall remain in the custody of the Executive Director and to make and execute all such instruments and assurances as may be necessary provided that the seal of the Chamber shall not be fixed to any instrument except in pursuance of a resolution of the Chamber and shall witness the affixing of the Common Seal in the presence of the President and the Executive Director for the time being. 20 ALTERATION OF RULES 20.1 The rules of the Chamber may be amended, rescinded or added to with the consent of two-thirds of the members present at a Special Meeting of the Chamber specially called for the purpose or at an Annual General Meeting. 20.2 The Executive Director shall register any alterations rescissions or additions in the rules of the Chamber as required by the statutory provisions for the time being in force. 21 RULES AND INTERPRETATION 21.1 Every member shall be bound by and submit to the rules of the Chamber. 21.2 The Chamber is the sole authority for the interpretation of these rules made in pursuance thereof and the decision of the Chamber upon any question of interpretation or

upon any matter affecting the Chamber and not provided for by these rules or by the said by-laws shall be binding upon the members. 21.3 Any members aggrieved by such decision may require the decision to be submitted for review at a General Meeting to be held within two months of such decision. 22 DISSOLUTION 22.1 The Chamber may be dissolved on a resolution passed by two-third of the members present at a Special Meeting called for that purpose. 23 DISTRIBUTION OF ASSETS 23.1 In the event of the Chamber resolving to dissolve, the surplus assets after payment of the Chamber s liabilities, shall be distributed equally to all members or distributed to such charitable organizations within the Cook Islands as may be determined by the members at the Special Meeting which resolves to dissolve the Chamber.