Articles of Association of the European Union Chamber of Commerce in China
1. Definition
The name of the association shall be the "European Union Chamber of Commerce in China" (hereinafter referred to as the "EUCCC"). The EUCCC shall be a voluntary, corporate and autonomous private sector body, with perpetual succession that can acquire movable and immovable property rights and assume obligations, and will sue and be sued in its own name, independently of its members.
The membership and activities shall seek to cover the whole area of the People's Republic of China (hereinafter referred to as China) in its entirety, but shall be centred in Beijing. The EUCCC shall be a non-profit organization.
2. Liability of Members
The liability of the members of the EUCCC for the debts and obligations of the EUCCC shall be limited to the payment of any amount owed by them to the EUCCC under these Articles.
3. Objectives of the EUCCC 3.1. The EUCCC shall represent the views of the business community of the Member States of the European Union (as constituted in accordance with the Treaty of Rome in 1957 and subsequent amending Treaties) in the People's Republic of China. 3.2. The EUCCC shall endeavour to improve access of European business to the Chinese market. 3.3. The EUCCC shall promote a strong European Union business identity vis-à-vis the Chinese authorities and Chinese business community. 3.4. The EUCCC shall promote strong contacts with the Delegation of the European Commission, Representatives of European Member States, the Chambers of Commerce or Business Associations in China of EU member countries (that is Chambers of Commerce established in China for the promotion of the interests of companies from one of the Member States of the European Union) as well as other Business Groups and Chambers. 3.5. In pursuit of its activities, the EUCCC shall adhere to the principle of subsidiarity as described in Article 5 in the Treaty Establishing the European Community. 3.6. The EUCCC shall abide by Chinese laws and regulations.
3.7. The resources of the organisation are membership fees.
4. Membership 4.1. Membership of the EUCCC and the Sectoral Working Groups is accorded at the sole discretion of the Executive Committee. 4.2. Membership, with the exception of Honorary Membership, shall be drawn exclusively from the private sector. 4.3. Members are: 4.3.1. European Union companies operating in China or with an interest in doing so,
4.3.2. Other European companies and individuals,
4.3.2.1. Who have been granted membership by the Executive Committee, after written application,
4.3.2.2. And who have paid the due subscription fee.
4.4. A Corporate member may appoint a person to represent it in activities relationg to the EUCCC by informing the Executive Committee in writing of such appointment.
4.5. Members of Sectoral Working Groups are the appointed corporate members and individual members, who have been granted membership of a Sectoral Working Group by the Executive Committee, after written application.
4.6. Honorary President and Honorary Members
4.6.1. The Honorary President of the EUCCC shall be the duly appointed Head of Delegation of the European Commission in China.
4.6.2. Honorary members are:
4.6.2.1. The duly appointed Ambassadors of European Union Member States in China.
4.6.2.2. Any person, partnership, corporation or entity invited by the Executive Committee, which has made a distinguished contribution in furthering the purposes of the EUCCC.
5. Membership rights
5.1. All members have the right to:
5.1.1. Participate in and be heard at the Annual General Meeting of the EUCCC,
5.1.2. Participate in activities held for members of the EUCCC,
5.1.3. Invite guests to activities, which require invitation by members. 5.2. Members of the Sectoral Working Groups have the right to:
5.2.1. Propose and second any resolution in accordance with 9.4.
5.2.2. Vote on any resolution or motion in General Meetings. Each member entitled to vote shall be entitled to cast one vote. The vote of a corporate member shall be cast by its nominee.
5.2.3. Be nominated for election as President, Vice-President and Treasurer. Corporate members shall hold office in their individual capacity and not in the capacity of corporate member representative. The corporate member's employer does not have the right to appoint a substitute to replace the elected corporate nominee.
5.2.4. Cast votes in the election of the President, Vice-Presidents and Treasurer in accordance with 10.3 and 10.4. The vote of a corporate member shall be cast by its nominee.
5.3. The Honorary President has the right to participate and be heard in meetings of the Supervisory Board and to appoint a person from the European Commission Delegation to represent him during these meetings.
6. Termination of Membership
Membership shall be terminated:
6.1. By resignation in writing to the Executive Committee signed by the member.
6.2. When the member has failed to pay the subscription fee within one month of giving him a second notice.
6.3. By a resolution of expulsion passed by an affirmative vote of two-thirds (2/3rds) majority of the members of the Executive Committee present at a meeting held in accordance with these Articles. A member may be expelled only if it has seriously violated the interests of the EUCCC.
7. Annual General Meeting
7.1. The Annual General Meeting of the members of the Chamber shall be held prior to 31st May in each and every year on such date as the Executive Committee shall deem advisable. The Annual General Meeting shall be called by at least fourteen days notice. The notice shall specify the place, date and time of the meeting, and in case of special business, the general nature of that business.
7.2. The Annual General Meeting shall receive the Annual Report of the President, the Annual Reports of the Chairmen of the Working Groups and the Annual Statement of the Treasurer as of the 31st day of December of the previous year.
7.3. The Annual General Meeting shall:
7.3.1. Elect the President, Vice-Presidents and Treasurer of the EUCCC.
7.3.2. Vote on resolutions.
8. Extraordinary General Meetings
8.1. All General Meetings of members other than the Annual General Meeting shall be called Extraordinary General Meetings.
8.2. Extraordinary General Meetings may be convened by:
8.2.1. The Executive Committee whenever it sees fit.
8.2.2. The Executive Committee on a written request made by any 5 members of the Sectoral Working Groups.
8.3 An Extraordinary General Meeting shall be called with at least fourteen days notice. The notice shall specify the place, date and time of the meeting, as well as the general nature of the business of the meeting.
9. Proceedings at General Meetings of Members
9.1 Ten percent of the Corporate members with a voting right personally present at a General Meeting shall form a quorum. If within fifteen minutes from the time specified for the meeting, a quorum is not present, the meeting, if convened upon the request of the members, shall be dissolved. In any other cases, the meeting shall be adjourned and re-scheduled.
9.2 The President or, in his absence, a Vice-President of the EUCCC shall preside as Chairman at every meeting of members of the EUCCC. The Honorary President or his representative shall chair meetings at which the Presidency of the EUCCC is up for election. If the Chairman is not present within fifteen minutes from the time specified for the meeting, the members present shall choose a member of the Executive Committee to chair the meeting.
9.3 A resolution put to the vote of the members shall be decided by a simple majority of votes. In case of a tied vote, the Chairman of the meeting shall be entitled to a second or casting vote. The Chairman shall decide when the vote on resolutions shall be conducted by secret ballot instead of by show of hands.
9.4 A resolution may be proposed by any member of a Sectoral Working Group, provided that he has obtained written support from three members who are entitled to vote.
9.5 The Executive Committee shall keep written minutes of every meeting of members.
10. Election of President, Vice-Presidents and Treasurer
10.1. Nominations shall be submitted to the Executive Committee at the latest seven days before the election is scheduled to take place.
10.2. The election for the positions of President, Vice-Presidents and Treasurer shall be conducted by secret ballot.
10.3. Separate elections shall be held for the elections of the President and the Treasurer. Votes shall be cast under the system known as "alternative vote", by which voters rank candidates in order of preference. Should no candidate succeed in achieving an overall majority of first preferences (50% of valid votes cast plus one), the candidate who received the lowest number of votes shall be eliminated and his votes redistributed to the next preference in these votes. If after this stage, no candidate achieves an overall majority, the remaining candidate with the lowest number of votes shall be eliminated, and his votes redistributed to any second nominee in these votes. This process shall continue, until one candidate has achieved an overall majority. In the event of a tie, the Chairman of the meeting shall have a second or casting vote.
10.4. For the election of the three (3) Vice-Presidents, the votes shall be cast under the system known as "multiple voting system". Each voting member shall have three (3) votes, which shall be expressed by placing an "X" next to the names of up to three (3) candidates. The three (3) candidates with the most votes shall be declared elected to the positions of Vice-Presidents. In the event of a tie, the Chairman of the meeting shall have a second or casting vote.
10.5. The Executive Committee will co-opt the Representative elected by the members resident in Shanghai to serve as Vice-President at the Chamber.
10.6. The Executive Committee may co-opt additional members to the Executive Committee as is required subject to a maximum of 3. Such co-opted members shall be entitled to speak at meetings of the Executive Committee, but shall not be entitled to vote.
10.7. A President standing for re-election can be re-elected only if he succeeds in achieving a sixty- percent majority of first preferences. If he does not receive a sixty- percent overall majority of first preferences, his votes shall be redistributed to any second nominee in these votes. If after this stage, no candidate achieves an overall majority, the remaining candidate with the lowest number of votes shall be eliminated, and his votes redistributed to the next valid nominee. This process shall continue, until one candidate has achieved an overall majority. In the event of a tie, the Chairman of the meeting shall have a second or casting vote.
11. Supervisory Board
11.1. The Supervisory Board represents the European Business Communities based in China and consists on ofone representative per each member state (the "State Representative"), in addition to the President of the EUCCC, the Ambassador of the Delegation of the Commission of the European Union in China or his nominee and the Secretary General further than one representative of the business community of each Member State of the European Union, appointed in accordance with the procedure described in 11.3. and 11.4..
11.2. For European Member States which have established a Chamber of Commerce or Business Association in China, such Chamber of Commerce or Business Association shall be asked to appoint a representative of the business community of that State. Such Chamber of Commerce or Business Association may appoint any person it deems fit to represent it. If not a member of the EUCCC yet, the nominee should join the European Chamber before the Annual General Meeting.
11.3. For States which have not established a Chamber of Commerce or Business Association in China, the Ambassador to China of that State shall be asked to appoint a suitable representative, preferably from the private sector. Should the State Representative come from the pricate sector, if not a member of the EUCCC yet, the nominee should join the European Chamber before the Annual General Meeting. Three State Representatives of the Member States (the "States Representatives") shall be elected as members of the Executive Committee.
12. Executive Committee
12.1. The Executive Committee shall consist the President, three (3) Vice-Presidents and the Treasurer, the the three State Representatives appointed in accordance with article 11.4 and the Secretary General. Only such nine (9) members and the Vice - Presidents co-opted according to article 10.5 have the right to vote in the Executive Committee.
12.2. The President shall hold office for one year and shall be eligible for re-election twice. The Vice-Presidents and Treasurer shall hold office for one year and shall be eligible for re-election twice as Vice-President or Treasurer. After holding office as Vice-President or Treasurer for three terms, a person is still eligible for election as President for three terms.
12.3. Insofar as practically possible, the members of the EUCCC shall use their reasonable endeavours to ensure that the Presidency be regularly rotated amongst the respective Member States of the European Union.
12.4. All vacancies for the positions of President, Vice-Presidents and Treasurer shall be filled by members of the Sectoral Working Groups appointed by the Executive Committee. Any person so appointed shall retire at the next General Meeting following his appointment and shall be eligible for election.
12.5. A member shall cease to hold office:
12.5.1. If the company he is attached to ceases to be a member of the EUCCC.
12.5.2. If he gives the Executive Committee one calendar month's notice of resignation in writing.
12.6. Any member of the Supervisory Board or Executive Committee who has failed to attend three consecutive meetings of the Supervisory Board or Executive Committee shall be deemed to have resigned unless such absence has been permitted by and subsequently ratified by the Executive Committee. No member of the Supervisory Board or Executive Committee shall be granted absence longer than six months.
12.7. In the case of a member ceasing to hold office in the EUCCC, the EUCCC shall not refund the membership fee (or any part of it) to the member.
12.8. The Executive Committee shall:
12.8.1. Examine and rule on applications for membership of the EUCCC.
12.8.2. Determine the rights and scope of the Sectoral Working Groups, establish and abolish Sectoral Working Groups, and appoint such appropriate members of the Sectoral Working Groups as are in conformity with the common interest of the members of the EUCCC.
12.8.3. It is the responisbility of the Secretary General to ensure that the Annual Report of the President, the Anuual Reports of the Chairmen of the Working Groups and the Annual Statement of the Treasurer are prepared before the Annal General Meeting of the EUCCC. The Executive Committee will finally approve the respective reports before submitted or relaresed to the public.
12.8.4. Approve the leasing of the office premises for the Secretariat of the EUCCC or cancel such lease.
12.8.5. Ensure the day to day operation of the EUCCC is effected through the Secretary General in accordance with the requirements of the Executive Committee.
12.8.6. Appoint and dismiss the Secretary General.
12.8.7. Ensure that the EUCCC complies with all relevant Chinese laws and regulations.
12.8.8. Ensure that necessary meausres are taken to facilitate the correct functioning of a Working Group, with the possibility of the Working Group selecting a new Chairman should the Chairman of the Working Group not perform their duties according to the indications of the Executive Committee.
12.9. Only when and if instructed by the members in general meeting may the Executive Committee: 12.9.1. Purchase, sell or transfer, any immovable property, or assign any right to use the immovable property of the EUCCC, or
12.9.2. Agree to borrowings from any person, company or institution.
13. The Proceedings of Supervisory Board and Executive Committee
13.1. The Supervisory Board shall meet not less than twice each year. The Executive Committee shall meet not less than six times each year.
13.2. Ten members personally present at a meeting of the Supervisory Board and three members present at a meeting of the Executive Committee shall form a quorum.
13.3. The President convenes and sets the agenda for meetings of the Supervisory Board and Executive Committee. Any other member of the Supervisory Board or Executive Committee may, with the written support of two other members, convene a meeting.
13.4. All issues raised at any meeting shall be decided by a majority of votes and in case of equality of votes, the Chairman shall have a second or casting vote.
13.5. The Secretray General or secretarial assistant appointed by the Executive Committee for such purpose shall have the right and the obligation to attend all meetings of the Supervisory Board and Executive Committee.
13.6. The Executive Committee shall keep written minures of every meeing of the Executive Committee and Supervisory Board.
14. Sectoral Working Groups
14.1. The Sectoral Working Groups shall consist of at least two corporate member nominees or individual members of the EUCCC who share common interests by virtue of e.g. their field of business. The Sectoral Working Groups shall meet not less than twice each year.
14.2. The memebrs of such Sectoral Wroking Groups shall elect the Chair of their group in the first quarter of each calendar year.
14.3. Two members of the members of a Sectoral Working Group present at the meeting shall form a quorum.
14.4. The Chairman of each Sectoral Working Group shall be responsible for preparing an Annual Report describing the market access hindrances facing the sector, the activities of the Group and the plans for future steps.
14.5. Any manager or secretarial assistant appointed by the Executive Committee for such purpose shall have the right and obligation to attend all meetings of the Sectoral Working Groups.
15. Notices
15.1. Notices shall be sent by the EUCCC to each member of the Sectoral Working Groups by email, fax or mail.
15.2. Notices shall also be sent to the Chambers of Commerce or Business Associations of the respective EU member countries, and, if none exists, to the Embassies.
15.3. The members of the Sectoral Working Groups shall notify the Executive Committee in writing of their addresses in the People's Republic of China, and such addresses shall be deemed as the addresses within the meaning of Article 15.1.
15.4. Where a given number of days' notice is required to be given, neither the day of giving nor, if the notice is to convene a meeting, the day of the meeting, shall be included in such number.
16. By-Laws
The Executive Committee shall have the right to formulate, amend and abolish by-laws directing the affairs of the EUCCC, provided that such by-laws do not conflict with these Articles.
17. Amendment of these Articles
No amendment of these Articles shall be made except a notice of at least twenty eight days has been given specifying the requested amendment and such amendment has been adopted at a General Meeting of members of the EUCCC. The amendment must be approved by a majority of two thirds of the members present at the meeting, provided that twenty-five percent of the members entitled to vote are present at the meeting.
18. Dissolution
18.1. No meeting shall consider or vote upon the dissolution of the EUCCC unless a notice of at least twenty eight days specifying the intention of such dissolution has been given. The resolution for such dissolution shall have been passed by a majority of two-thirds of those present and entitled to vote at the meeting, provided that fifty-five percent of the members entitled to vote are present at the meeting.
18.2. If after the dissolution of the EUCCC there remains any assets or property after the satisfaction of all its debts and liabilities, such property or assets shall not be distributed among its members but will be transferred to such other non profit making organisations having objects similar to those of the EUCCC as shall be determined by the members of the EUCCC.
19. Address of the EUCCC The address of the EUCCC shall be as follows: C-412, Beijing Lufthansa Center 50 Liangmaqiao Road Chaoyang District Beijing 100016 People's Republic of China Phone: 6462 2066 Fax: 6462 2067
20. Validity
20.1. These Articles of Association shall go into effect when discussed and approved by the General Meeting of the EUCCC, and finally approved by relevant Chinese registration and management authorities.
20.2. The English version shall prevail between the members. If for work relationship with the Chinese government concerned departments, the English text and the Chinese text are not identical the Chinese text shall prevail.
