Cicada – English

BYLAW OF CULTURAL AND CREATIVE INDUSTRIES OF CAMBODIA ASSOCIATION FOR DEVELOPMENT AND ADVOCACY

STATUTES OF CULTURAL AND CREATIVE INDUSTRIES OF CAMBODIA ASSOCIATION FOR DEVELOPMENT AND ADVOCACY

CHAPTER I – VISION, PURPOSE, GOALS

Article 1: Vision
The Cultural and Creative Industries of Cambodia Association for Development and Advocacy envisions a diverse and flourishing Cambodian society where cultural and creative industries are recognized, valued, and thriving. Cultural & Creative Industries are sectors of organized activity that have as their main objective the production or reproduction, the promotion, distribution or commercialization of goods, services and activities of content derived from cultural, artistic or heritage origins, for example, handicrafts, film, performing arts and design…etc.  

Article 2: Purpose
The purpose of the Cultural and Creative Industries of Cambodia Association for Development and Advocacy is to represent and advocate for the cultural and creative industries to develop a sustainable and inclusive infrastructure to ensure that our sector is at the heart of political, economic and social decision-making.

Article 3: Goals
The goals of the Cultural and Creative Industries of Cambodia Association for Development and Advocacy are: 

  • To strengthen ties and promote cooperation between public and private sectors to ensure that our cultural and creative industries are at the heart of political, economic and social decision-making.
  • To research, develop and advocate for the sector in order to create a sustainable and inclusive infrastructure for effective national and international interdisciplinary collaborations.
  • To increase and promote the professional skills and specialist knowledge of community members through the exchange of knowledge and best practices.

CHAPTER II – NAME, HEADQUARTER, LOGO, AND STAMP

Article 4: Name
The association’s name shall be: សមាគម​ឧស្សាហកម្ម​ច្នៃប្រតិដ្ឋ​និង​វប្ប​ធម៌នៃកម្ពុជា ដើម្បី​អភិវឌ្ឍន៍​និង​ការគាំទ្រ in Khmer. It shall have the abbreviated name in Khmer: ស.ច.វ. or ស៊ីកាដា. The association’s name shall be: Cultural and Creative Industries of Cambodia Association for Development and Advocacy in English. It shall have the abbreviated name in English: CCICADA or CICADA.

Article 5: Headquarters
The address of the headquarters of the Cultural and Creative Industries of Cambodia Association for Development and Advocacy shall be: No 45E0, Street 18, Trapang Thloeng Village, Sangkat Chaom Chao 1, Khan Porsenchey, Phnom Penh, Kingdom of Cambodia.
The association may have its branch offices anywhere in the Kingdom of Cambodia or abroad as needed by the association. 
The association’s headquarters and its branch offices (if it may exist) may be relocated as deemed necessary by the decision of the Steering Committee with a simple majority vote (50%+1) of a quorum of the ⅔ (two-thirds) of the members of the Steering Committee. 

Article 6:  Stance
The Cultural and Creative Industries of Cambodia Association for Development and Advocacy is a local apolitical, non-partisans, non-discriminatory in all forms of discriminations, not-for-profit membership-based association led and managed by an elected Steering Committee.

Article 7: Logo 
A logo of the Cultural and Creative Industries of Cambodia Association for Development and Advocacy is set in a separate annex attached to these Statutes.

Article 8: Stamp
A stamp of the Cultural and Creative Industries of Cambodia Association for Development and Advocacy is in the shape of double circles with a diameter of 34 millimeters. The first outer circle shows the association’s name in Khmer and the second inner circle shows the association’s name in English. In the center of the circle is an image of the association’s logo. The stamp ink shall be blue.

CHAPTER III – MEMBERSHIP, TERMINATION OF MEMBERSHIP AND STAFF

Article 9: Membership
The membership of the Cultural and Creative Industries of Cambodia Association for Development and Advocacy shall be divided into three (3) categories: Individual Member, Organizational Member & Honorary Member. 
Individual Member is for any individuals whose careers are related to the arts, culture and creative industries in Cambodia.
Organizational Member is for any formal or informal entity including registered local entities and international legal entities with permission to do business/operate legally in Cambodia or related to the arts, culture and creative industries for the interest of the sector.
Honorary Member is duly appointed Ambassadors to the Kingdom of Cambodia invited by CICADA’s Steering Committee to become a member. They can be public figures who are respected contributors to the cultural & creative industry in Cambodia, any person, organization, corporation or entity invited by the Steering Committee, which have made distinguished contributions in furthering the purposes of CICADA. 
All members of the association shall be in compliance with effective legal instruments of the Kingdom of Cambodia, statutes, association’s membership terms of reference and all decisions of the association. 

Article 10: Membership application
Members will adhere to the Membership terms of reference that will be developed and adapted from time to time by the Steering Committee.
Membership is to be acquired by application to the Association. The procedure for application shall be made available by the Association’s website and social media pages.
If an applicant meets all the published criteria for membership then their membership shall be reviewed, evaluated and voted in by the Steering committee 
Members shall pay fees annually.. The membership fee level will be governed by the Membership Terms of Reference Document which will be published on the Association’s website. Fees due will be on a semester pro-rata basis. Membership shall be for a one-year term, renewable annually as long as Members continue to comply with the rules and regulations of the Association.

Article 11: Membership termination
The members of the Cultural and Creative Industries of Cambodia Association for Development and Advocacy will forfeit their membership for any of the following reasons:

  • Death(for the type of Individual/Honorary Member)
  • Bankruptcy(for the type of Organizational Member)
  • Written resignation from the member  
  • Non-payment of membership fees 
  • Non-compliance with the Statutes, internal rules, decision of the association, and other effective legal instruments of the Kingdom of Cambodia.

The termination shall be effective by the decision of the Steering Committee with a simple majority vote (50%+1) of a quorum of the ⅔ (two-thirds) of the members of the Steering Committee. 

Article 12: Staff recruitment
The Cultural and Creative Industries of Cambodia Association for Development and Advocacy has the right to recruit its staff as its necessity through the announcement. The staff recruitment has to be in compliance with the specific employment contract between the employee and the association, the Law on Labor, the Law on Immigration, effective legal instruments, and internal rules and regulations of the association. 
The Steering Committee takes the lead to recruit the Director of the Secretariat. While a position of the Director does not exist or is not necessarily needed by the association, the Chair of the Steering Committee acts as the Director of the Secretariat.
All of the recruitment below the Director of the Secretariat shall be handled by the Secretariat.

Article 13: Roles and duties of the members and staff
All members and staff of the Cultural and Creative Industries of Cambodia Association for Development and Advocacy shall perform duties under their roles and responsibilities as determined in the statutes, internal rules and decisions of the association.

Article 14: Termination of the staff 
The employment contract of all staff of the Cultural and Creative Industries of Cambodia Association for Development and Advocacy shall be terminated based on following situations and condition:

  • Death
  • Loss of capacity of the job fulfillment
  • Employment contract ends
  • No fund to support the project or the project is no longer required.
  • Non-compliance with the Statute, internal rules, decision of the association, and other effective legal instruments of the Kingdom of Cambodia.
  • Mental or psychopathic illness certified by the legal hospital in the Kingdom of Cambodia
  • The written resignation
  • Involvement in the guilt of misdemeanor and criminal     

The termination shall be complied with the Law on Labor, the Law on Immigration, and other effective legal instruments of the Kingdom of Cambodia.

CHAPTER IV – ORGANIZATIONAL STRUCTURE, ROLES AND DUTIES

Article 15: Organizational structure
The organizational structure of Cultural and Creative Industries of Cambodia Association is as follows: 

  • Assembly ​
  • Steering Committee 
  • Secretariat 

Article 16: Assembly 
The Assembly is the supreme ruling body of the association. The Assembly is composed of all members of the Association including Individual, Organizational and Honorary Members. The General Meeting of the Assembly shall consist of two types of meetings: the Annual General Meeting and Extraordinary General Meeting.

Article 17: Annual General Meeting (AGM)
The Assembly shall convene annually at the AGM. The AGM shall be organized with participation of all members, at the invitation of the Chair of the Steering Committee. The Steering Committee is responsible for determining the agenda, place and time of the Ordinary AGM. Coordination will be undertaken by the Secretariat. There will be a consultation period in advance of the AGM where members can propose agenda items. The Secretariat shall have the right to attend the AGM but shall have no right to vote or stand for election. 

The AGM shall be held to:

  • Elect the members and/or the Chair of the Steering Committee;
  • Review and evaluate the report on activities and the annual financial statement;
  • Review and approve the long- and medium-term work programs of the association;
  • Review and approve any amendment to the statutes, internal rules and regulations; and
  • Review and resolve other tasks proposed by the Steering Committee or Secretariat.

Article 18: Extraordinary General Meeting (EGM)
If necessary, the association shall convene an Extraordinary General Meeting (EGM) at any time as per invitation from the Chair of the Steering Committee as requested by the 2/3 (two-thirds) of the members of the Steering Committee or by the Executive Director of the Secretariat.

The EGM shall be held to:

  • Review and discuss any changes and approvals to the statutes if necessary;
  • Review and decide the replacement for the Chair of the Steering Committee, or the members of the Steering Committee;
  • Review and decide the election of the Director of the Secretariat;
  • Review and approve the organization’s long- and medium-term work programs as per the Secretariat’s request;
  • Review and approve the dissolution and the division of the association’s properties;
  • Review and resolve other tasks as deemed necessary by the association.

Article 19: Legal status of the Assembly Meetings
All decisions of the two types of Assembly Meetings shall not be legally binding unless the quorum is met: the 2/3 (two-thirds) of the association members voted on the decision with a simple majority vote (50%+1) of the quorum. In the event of a tied vote, the vote of the Chair shall be the winning vote. 
Proxy: The association’s members entitled to attend the Assembly Meetings and vote at the meeting shall have a right to appoint another CICADA member as a proxy to attend, speak, and vote at the meeting on his/her behalf. One CICADA member cannot receive more than 1 proxy from another member for each meeting. 

Article 20: The Steering Committee
The Steering Committee shall be a leading and directing body of the association in making a decision and management on all the work of the association, except those decisions to be made via the Assembly.

Article 21: The members of Steering Committee
The members of the Steering Committee shall be elected by a simple majority vote (50%+1) of a quorum of the 2/3 (two-thirds) of the members of the AGM. The Steering Committee shall have at least 3(three) members and maximum 7 members and serve a 2(two)-year mandate which is renewable for two times consecutively. The composition of the Steering Committee must be in gender equity. The 3(three)-members of the Steering Committee are as following:

  • Chairperson 1;
  • 1st Vice Chair 1;
  • 2nd Vice Chair 1;
  • Committee Member(s) (as deemed necessary) 

Article 22: The roles and duties of the Steering Committee’s members
Each member of the Steering Committee shall hold their roles and duties as following:

  • Chair of the Steering Committee shall be a legal representative of the association and in charge of the overall tasks and responsibilities for all the association’s activities. 
  • The 1st Vice Chair shall be the assistant to the Chair to oversee the whole association. The 1st Vice Chair shall act as the interim Chair with the Chair’s written authorization should the Chair be absent and carry out other tasks as assigned by the Chair
  • The 2nd Vice Chair shall be the assistant to the Chair to oversee the whole association. The 2nd Vice Chair shall act as the interim Chair with the Chair’s written authorization should the Chair and the 1st Vice Chair be absent and carry out other tasks as assigned by the Chair.
  • Other members of the Steering Committee shall hold the duties as following:
    • To attend the Steering Committee as per invitation from the Chair;
    • To attend the AGM as per invitation from the Chair and
    • To carry out other tasks as assigned by the Chair.

Article 23: The Ordinary Meeting of the Steering Committee
The Ordinary Meeting of the Steering Committee shall meet at least once in every three months with the participation of all members of the Steering Committee or at least the 2/3(two-thirds) of the Steering Committee’s members shall be present as per invitation from the Chair. The Chair of the Steering Committee shall be eligible to determine the procedures, agenda, venue and time of the Meeting. Coordination will be undertaken by the Secretariat.

The roles of the Ordinary Meeting of the Steering Committee are:

  • To prepare documents and list of the nominated candidates for the Ordinary AGM to elect by their majority votes as the members and/or Chair of the Steering Committee when their terms end;
  • To prepare and submit a proposal to the Assembly to seek for their approval on resolution of any major issue;
  • To prepare and present an annual report of the association’s activities to the Ordinary AGM for their information and recommendation; 
  • To review and propose the roles and responsibilities of the Chair and the members of the Steering Committee to the Assembly.
  • To review, dismiss, recruit and decide the replacement of the Secretariat’s Director if necessary;
  • To review and evaluate the report on activities and financial statement organized by the Secretariat;
  • To review and approve the annual workplan and budget plan of the association;
  • To prepare and review any amendment to the statutes, internal rules and regulations; and pass to the Assembly for final approval. 
  • To review and provide a resolution of other tasks proposed by the Secretariat;

Article 24: The Extraordinary Meeting of the Steering Committee
If necessary, the association shall convene an Extraordinary Meeting of the Steering Committee at any time as per request from the Chair of the Steering Committee or per request from the 2/3 (two-thirds) of the members of the Steering Committee. 

The Extraordinary Meeting shall be held to:

  • To prepare documents and list of the nominated candidates for the Extraordinary AGM to elect by their majority votes as the members and/or Chair of the Steering Committee in emergency case such as they resign before their terms end;
  • To prepare and submit the request to the Extraordinary AGM for their recommendation on any particularly urgent resolution;
  • To review, discuss and approve the amendment of the statute, internal rules and others if the emergency needed;
  • To review, recruit and decide on the urgent replacement of the Chair of Secretariat; 
  • To prepare review and recommend on the dissolution and the division of the association’s properties then pass to the Assembly for final approval. 
  • To review and solve other urgent tasks as deemed emergency by the association;
  • To review and decide on the replacement of the Secretariat’s Director in emergency case such as the resignation comes up before the term or employment contract ends;

Article 25: Legal status of the meeting of the Steering Committee
All decisions of the two types of meetings of the Steering Committee shall not be legally binding unless approved by a simple majority vote (50%+1) of a quorum of the 2/3 (two-thirds) of the members of the Steering Committee.
In the event of a tied vote, the vote of the Chair shall prevail

Article 26: The Secretariat
The Secretariat shall be a body executing the decisions of the Steering Committee. The Secretariat shall be led and managed by the Executive Director whose position is to direct the whole association.

The Secretariat comprises of:

  • Executive Director 1;
  • Head of Finance and Administration 1;
  • Head of Programs 1; 
  • Other staff (as deemed necessary) 

Article 27: The roles and duties of the Secretariat 
The Executive Director shall be a person who leads and executes all activities of the association defined and approved by the Steering Committee as following:

  • To be in charge of overall  day to day operations of the association;
  • To develop a strategic and other development plans of the association for the review and approval from the Steering Committee;
  • To implement the strategic and other development plans of the association after the approval from the Steering Committee;
  • To apply the financial and administrative operation as well as other decision from the Steering Committee;
  • To organize the meeting and other events as deemed assignment from the Steering Committee;
  • To recruit the Secretariat’s members as deemed necessary;
  • To be the association’s representative as assigned by the Steering Committee; 
  • To assist the Steering Committee to seek for supports for the association; 
  • To manage the association’s budget such as income and expenses of the association;
  • To make the report for the Steering Committee;
  • To be in charge of the association’s communication;
  • The roles and duties of secretariat staff shall be defined in accordance with actual needs of the association.

CHAPTER V – RULES FOR A CHANGE OF NAME OR LOGO OR AMENDMENT

Article 28: A change of name or logo and amendment of the Statutes
The change of the name or logo and amendment of the Statutes of Cultural and Creative Industries of Cambodia Association for Development and Advocacy shall be requested by the Chair of the Steering Committee or the 2/3 (two-thirds) of the members of the Steering Committee. The decision of the change is the right of the approval of the Assembly through AGM or EGM.

CHAPTER VI – SOURCES OF RESOURCES AND ASSETS

Article 29: Sources of resources and assets
The sources of income, resources and assets of the Cultural and Creative Industries of Cambodia Association for Development and Advocacy are derived from:

  • Resources and assets of the association;
  • Legal donations from natural persons or legal entities;
  • Membership fee and
  • Income from other legal sources.

CHAPTER VII – MEASURES FOR RESOURCE AND ASSET MANAGEMENT

Article 30: Measures for resource and asset management
All assets, resources and incomes of the Cultural and Creative Industries of Cambodia Association for Development and Advocacy shall be managed by the Secretariat in a transparent and accountable manner and clearly stipulated in the Financial Management Policy. 
All income in cash or by check shall be transferred into a legal bank account in the Kingdom of Cambodia under the association’s name as decided by the Steering Committee.
Any withdrawal from the bank in cash or by check shall be signed by the Head of Finance and Administration and the Chair or delegated to a natural person who is a member of the Steering Committee, or the Secretariat with written authorization from the authorized person.
The Secretariat shall manage and approve the proper use of resources in a transparent and accountable manner.

Article 31: Additional rules
The employee and financial rules and other benchmarks shall be established to ensure the association’s smooth operation for all future circumstances.

CHAPTER VIII – SUSPENSION, DISSOLUTION AND DISTRIBUTION OF RESOURCES AND ASSETS 

Article 32: Suspension of the activities
Only the Assembly may decide to suspend the association’s activities. Before the association’s activities get suspended, the Steering Committee shall establish a committee to manage the assets of the association. 

Article 33: Dissolution of the association
Only the Assembly may decide to dissolve the association. Before the association is dissolved, the Steering Committee shall establish a committee to liquidate the assets of the association.

Article 34: Distribution of resources and assets 
All remaining assets of the association after debt liquidation shall be officially ‘handed over’ to the local non-governmental organization/association or any organizations/associations with similar objectives to those of this association under the decision of the Steering Committee. 
All members and employees of the association shall be disbanded when the association is dissolved.

CHAPTER IX – FINAL PROVISION

Article 35:
Any provisions of the Cultural and Creative Industries of Cambodia Association for Development and Advocacy contrary to these statutes shall be abrogated.

Article 36: Legal compliance
The Cultural and Creative Industries of Cambodia Association for Development and Advocacy shall carry out its activities in accordance with the Law on Associations and Non-Governmental Organizations, effective legal instruments, and this Statute as filed with the Ministry of Interior.

Article 37: Final provision
The statutes of Cultural and Creative Industries of Cambodia Association for Development and Advocacy shall come into effect from the date of signature onwards.

Monday, the 10th day of waxing moon,
Month of Asadha, Year of the Ox, Treisak, B.E. 2565
Phnom Penh, July 19, 2021

pp Steering Committee

Chair
MAM LAURA TEVARY

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