Constitution

This organization shall be known as the American Chamber of Commerce in Gabon and is hereinafter referred to as “the Chamber.”

The objectives of the Chamber are to:

1. Promote U.S.–Gabon Investment & Trade
   • Bilateral treaties, investor matchmaking, industry-led trade missions.
   • “Invest in Gabon” guide for U.S. businesses.
2. Drive Impact in EmpoweringYouth & Future Talent
   • Training, mentorship, English language support, university exchanges.
   • A strong economy begins with prepared minds.
3. Strengthen Local SMEs & Inclusive Growth
   • Compliance coaching, access to U.S. networks, incubation programs.
   • From Libreville to Lambaréné, SMEs matter.
4. Shape Policy & Ethical Business Environment
   • Advocate for reform, tax fairness, and business-friendly governance.
   • Trust is our most valuable currency.
5. Champion Technology & Sustainability
   • Partner in digital transformation, green innovation, and ESG growth.
   • Our future must be smart, and sustainable.

1. Trust | Confiance – We lead with transparency and integrity.
2. Service | Service – We exist to serve—not to instruct, but to uplift.
3. Innovation | Innovation – We embrace change and bold ideas.
4. Shared Prosperity | Prospérité partagée – Growth must be inclusive.
5. Social Impact | Impact Social – Measured by lives touched and futures transformed.
6. Sustainability | Durabilité – Every action should echo in generations.
7. Collaboration | Collaboration – We go further when we go together.
8. Accountability | Responsabilité – We hold ourselves to the highest standard.

• Appoint auditors: Board appoints a public accounting firm at first Board meeting after AGM.
• Audit accounts: Auditors review all accounts and report at next AGM.
• Additional audits: Chairperson or Board may request audits for any period at any time, with reports to the Board.

ABC Gabon will grow intentionally, with inclusive leadership and clear accountability. We are not a podium; we are a platform. Our structure will evolve, but always reflect purpose, community, and shared ownership.

ABC Gabon grandira avec intention, avec un leadership inclusif et une transparence affirmée. Nous ne sommes pas une tribune, mais une plateforme. Notre structure évoluera, mais restera toujours enracinée dans la mission, la communauté et la co-responsabilité.

• Founding Board with Gabonese and U.S. representatives
• Sector Committees
  • Oil & Gas, Energy
  • Mining, Infrastructure
  • Digital Economy, Fintech, Technology
  • Environment, Sustainable Development, Youth & Gender
  • Financial Services, Investments and Trade, Professional Services
• Functional Committees
  • Governance & Finance
  • Partnerships & Programming
  • Membership & Communications
• Rotating leadership to reflect shared stewardship

General Members (e.g. American companies with representation or business interest in Gabon, or Gabonese registered companies with business interests in the USA)

Two categories:

• Small and Medium Enterprises (SMEs)
• Large Enterprises (Multinational & Large Local Enterprises)
• NGOs (American NGOs doing business in Gabon or Gabonese NGOs doing business in the U.S.)
• Individual Professionals

• Board of Governors decides on membership applications or classification changes.
• Applications must include name, address, business/occupation, and any info requested by the Board.
• Membership term: 1 year, renewable.

• Multinational Enterprises – 2 members to vote
• Organizations (Large Local Enterprises, SMEs, NGOs)– 1 member to vote
• Individual Professionals are non-voting members

• Any voting representative may hold elective office.

• Submit written notice to Board.
• Board must confirm the resignation.

• Requires written consent of at least 2/3 of General Members at a meeting or by postal vote.

• Settle all debts and liabilities.
• Donate remaining assets to local charities as decided by General Members.
• Chairperson must notify members by registered mail within 30 days.

• Hold every 12 months
• Chairperson must give at least 2-month notice.
• Agenda: Board report, previous year accounts, elections, other matters.

• Minimum 4 per year; no more than 3 months apart.
• Chairperson must give at least 2 weeks notice.
• Members may propose agenda items at least 1 week prior.

• Quorum: 40% of General Members (includes proxies/absentee ballots).
• If no quorum: Adjourn XX hour, reconvene; insufficient numbers may act on agenda except resolutions.
• Voting: Simple majority unless specified otherwise.

The Officers of the Chamber and their nationalities shall be the following:

The Board of Governors shall consist of the following:

• Chairperson or Co-Chairs
• Treasurer
• Secretary

• All serve 3-year terms; max 2 consecutive terms.
• Vacancies filled by Board within 6 months.

• Notify members: Chairperson must promptly inform all members of any Bylaw changes.

• Requires majority vote of General Members at the convened meeting.
• Becomes effective when signed by at least 2/3 members, who become Charter Members.

• Must be approved by vote at a General Meeting.
• Distribute exact amendment text to all members at least 4 weeks before vote.
• Effective only if at least 50% of General Members sign within one month of adoption.

• Apply: Subscribe to Chamber objectives, select category, submit fees.
• Qualify: Show basis for membership; relationships must be real and ongoing.
• Review: Vice Chairperson, Membership reviews; Board approves.
• Revocation: Board may revoke membership; partial fees may be returned.
• Board Membership: Voting representative leaving their company lose seat; reappointment possible if eligible.

• Maintain lists of members.
• Publish or distribute lists as deemed appropriate by the Board of Governors.

• Chairperson may appoint committees with Board approval.
• Delegate Board duties to committees without amending Bylaws.
• Dissolve committees through the same approval process

• Appoint persons to assist with Chamber objectives as needed.
• Obtain membership approval for appointments extending beyond the next Annual General Meeting.

• Record minutes of all General and Board meetings.
• Make minutes available to any member upon request.
• Annual Impact Report (Program, Finances, Partnerships, Member Surveys)

• Compile and distribute candidate bios.
• Prepare one paper ballot (all positions, contested/uncontested).
• Ensure secret voting; candidate with most votes wins.
• Nominating Committee supervises all balloting.
• Provide absentee ballots upon written request, with ID and signature verification.
• On meeting day, confirm IDs/signatures and add absentee ballots to the ballot box.
• Staggered elections implied via longer terms.

• Treasurer to propose limits and check signatories to the Board at the start of each term.
• Board to approve the proposed limits and signatories.

• Maintain all insurance necessary for the prudent conduct of the Chamber’s affairs.

• Indemnify all officers and Board members for losses, liabilities, and defense costs from their duties.
• Do not indemnify if actions were malicious.

• Promote trust and respect between AmCham Gabon, members, and stakeholders.
• Members must adhere to Ethical Standards and the Ethics Committee Policies/Procedures.
• Members are informed of the Code at joining/renewal, and updates take effect immediately.
• Violations may lead to termination of membership.
• Ethical review applies only to activities related to professional role as AmCham Members.

• Applies to all Members.
• Members must follow rules; seek clarification if in doubt.

• Confidentiality: Do not disclose internal info, member data, or use AmCham name/logo for commercial purposes without consent.
• Conflicts of Interest: Disclose promptly; resolve conflicts reasonably.
• Organizational Integrity: Avoid misconduct, disruptive actions, or defaming the organization.
• Compliance with Laws: Follow antitrust, licensing, criminal, and anti-discrimination laws.
• Professional Responsibility: Abide by Constitution/Bylaws, treat members respectfully, follow AmCham policies on commercial activity.
• Reporting Unethical Behavior: Report actions contrary to the Code.