1. General
1.1 The name of the Institution is the Singapore Chamber of Commerce and Industry in China (hereinafter referred to as the Chamber).
1.2 The Singapore Chamber of Commerce and Industry in China is a non-profit corporate body organized voluntarily by the Singapore commercial and industrial institutions and enterprises as well as individuals in China according to the “Foreign Chamber Management Provisional Regulation of People’s Republic of China”.
1.3 The objects for which the Chamber is established are:-
 
(a) To provide a forum for the expressions of opinions and the exchange of business-related information and other matters among its members and with other institutions, enterprises, relevant bodies or Chinese authorities;
 
(b) To promote, develop, advance and expand business between Singapore and the People’s Republic of China (hereinafter referred to as China) and other countries;
 
(c) To promote understanding and friendly relationship between its members and the Chinese authorities, institutions, enterprises and other relevant bodies;
 
(d) To promote trade, investment and other economic activities between its members and the Chinese enterprises and other commercial institutions in China;
 
(e) To advance and promote technological, professional, commercial and technical education and facilitate such exchange with the Chinese institutions, enterprises, business chambers and other relevant bodies sharing similar objects and interests;
 
(f) To collect, compile, extract, circulate and disseminate statistics and other information relating to trade, commerce and industry;
 
(g) To print, publish and distribute any newspaper, periodicals, books, or leaflets that the Chamber may think desirable for the promotion of its objects;

(h) To facilitate research and discussion by its members on the promotion of bilateral trade and investment between Singapore and China;
(i) To provide a channel of communication within such business community with any relevant Chinese authorities or government agencies and to facilitate liaison with, petitions to, or representations by such business community to government officials, agencies and department in China on matters which will affect, either directly or indirectly the interest of the members, either in general or in particular to a specific sector;
 
(j) To promote and maintain good fellowship and professional excellence between the members and towards their Chinese counterparts and to assist in resolving any dispute among its members or with any other parties; and
 
(k) To engage in other lawful activities as may be incidental or conducive to the attainment of the foregoing objectives.
 
1.4 The office of the Chamber is situated at Room 302, 4th Floor, Block 5 Shidai Building, No.10 Dongbai Street, Chaoyang District Beijing 100022.
 
1.5 In these Articles unless there be something in the subject or context inconsistent therewith:- “Associate Member” means any company, partnership, sole proprietorship, or other organisation entered on the Register of Members in accordance with the provisions of these Articles and referred to in Articles 6.2(c).
 
“Bye-Laws” means the Bye-Laws of the Chambers referred to in Article 10.
 
“Chairman” referred to the Member first appointed as a Committee Member at the Meeting, who is subsequently elected by the Committee as Chairman of the Chamber.
 
“Chamber” means The Singapore Chamber of Commerce and Industry in the People’s Republic of China.
 
“Committee” means the committee of management of the Chamber.
 
“Company” means any incorporated company or body corporate legally formed.
 
“Corporate Member” means a Company, Firm or other commercial (other than an individual person) referred to in Article 6.2(a) below.
 
“Firm” means two or more persons carrying on business together in partnership.
 
"Honorary Chairman" means any Company, Firm or other commercial or individual person appointed as a Honorary Chairman by two-third of the Committee from time to time and entered on the Register of Members of the Chamber as a Honorary Chairman.
 
“Honorary Member” means any Company, Firm or other commercial or individual person appointed by two-third of the Committee and entered on the Register of Members of the Chamber as a Honorary Member .
 
"Individual Member” means any individual person entered on the Register of Members in accordance with the provisions of these Articles and referred to in Articles 6.2(b).
 
"Meeting" means the annual general meeting or extraordinary general meeting of the Chamber, as the case may be.
 
"Members” mean members of the Chamber, and shall include Corporate Member, Individual Member, Associate Member, Patron, Advisor and Honorary Member.
 
"Members with Voting Rights" shall include Corporate Member and Individual Member.
 
"Representative of a Member” means an individual person nominated by a Corporate Member and duly registered with the Chamber to represent a Corporate Member in exercising its rights and powers as a Corporate member and to enjoy the facilities and privileges of the Chamber including, among others:-
(a) A director of a Company;
(b) A partner in a Firm;
(c) A person in the employment of the Corporate member.
 
"PRC" means People's Republic of China
 
“The Secretary-General” referred to the Member first appointed as a Committee Member at the Meeting, who is subsequently elected by the Committee as Secretary-General of the Chamber, having the responsibilities set out in Article 9.4(a) below.
 
“Singaporeans” means persons who are Citizens or Permanent Residents of the Republic of Singapore.
 
"Treasurer" referred to the Member first appointed as a Committee Member at the Meeting, who is subsequently elected by Committee members as Treasurer of the Chamber, having the responsibilities set out in Article 9.4(b) below.
 
"Vice-Chairman" referred to the Member first appointed as a Committee Member at the Meeting, who is subsequently elected by Committee Members as Vice-Chairman of the Chamber, having the responsibilities of the Chairman during the Chairman's absence.
 
Words importing the singular number shall include the plural number and vice versa.
 
Words denoting persons include companies and corporations where the context permits.

2. Working Scope

2.1 The working scope of the Chamber are:-
 
(a) To provide a forum for the expressions of opinions and the exchange of business-related information and other matters among its members and with other institutions, enterprises, relevant bodies or Chinese authorities;
 
(b) To promote, develop, advance and expand business between Singapore and the People’s Republic of China (hereinafter referred to as China) and other countries;
 
(c) To promote understanding and friendly relationship between its members and the Chinese authorities, institutions, enterprises and other relevant bodies;
 
(d) To promote trade, investment and other economic activities between its members and the Chinese enterprises and other commercial institutions in China;
 
(e) To advance and promote technological, professional, commercial and technical education and facilitate such exchange with the Chinese institutions, enterprises, business chambers and other relevant bodies sharing similar objects and interests;
 
(f) To collect, compile, extract, circulate and disseminate statistics and other information relating to trade, commerce and industry;
 
(g) To print, publish and distribute any newspaper, periodicals, books, or leaflets that the Chamber may think desirable for the promotion of its objects;
 
(h) To facilitate research and discussion by its members on the promotion of bilateral trade and investment between Singapore and China;
 
(i) To provide a channel of communication within such business community with any relevant Chinese authorities or government agencies and to facilitate liaison with, petitions to, or representations by such business community to government officials, agencies and department in China on matters which will affect, either directly or indirectly the interest of the members, either in general or in particular to a specific sector;
 
(j) To promote and maintain good fellowship and professional excellence between the members and towards their Chinese counterparts and to assist in resolving any dispute among its members or with any other parties; and
 
(k) To engage in other lawful activities as may be incidental or conducive to the attainment of the foregoing objectives.
 
3. Committee

3.1 The Committee shall comprise of at least 9 Members holding Singapore citizenship elected by Members with Voting Rights at the Meeting. Subject to Article 3.2 below, all Members with voting rights shall be eligible for election. In the event that the number of the Committee members falls below the minimum due to resignations or whatsoever reasons, the Committee shall have the rights to appoint new committee member(s) so that the total number of Committee members could reach the said minimum, provided no objection from more than one-third of Members with Voting Rights is received within fourteen (14) days from the date of notice to Members of such appointment. Duration of the term-of-office of the elected Committee Members shall be 2 (two) years, and they can be re-elected into the Committee by Members with Voting Rights at subsequent Meetings. Outgoing Chairman of Chamber shall automatically become a Committee Member in the subsequent Committee.
 
3.2 The Chairman, Vice-Chairman, Secretary-General and Treasurer, being members of the Committee, must be Singapore citizens and must first be specifically elected by Members with Voting Rights at the Meeting and subsequently elected by the Committee.
 
3.3 The Committee may elect other office-bearers to conduct the activities of the Chamber. The Committee may also invite such person or persons as patrons and advisors and may request Members to assist the Chamber in the performance of its duties as and when required.
 
3.4 Notwithstanding other provisions of the Articles, members wishing to stand for election to serve on the Committee, other than having to first meet the election criteria as stipulated in the Article, shall be nominated by at least one Member with Voting Rights and seconded by at least another Member with Voting Rights.
 
3.5 The office of a Committee member shall be vacated:-
 
(a) If he be found lunatic or of unsound mind;
 
(b) If he ceases to be a Member, or being a Representative of a Member, he ceases to be a Representative of that Member or that Member ceases to be a Member. In the case where the Committee member is the appointed representative of a Corporate member. Clause 3.7 below shall apply.
 
(c) If he absents himself from three consecutive meetings of the Committee without leave of absence from the Committee;
 
(d) If he is no longer an ordinarily resident in China;
 
(e) If he resigns from his office by notice in writing given to the Chamber and such resignations has been accepted by a majority of the Committee;
 
(f) If he is removed from office by resolution at a Meeting;
 
(g) If a receiving or bankruptcy order is made against him;
 
(h) If he is charged and/or convicted of a criminal offence and in the opinion of two-third majority of the Committee that his continuance in office is undesirable.

3.6 Subject to the provisions of the Bye-Laws and the relevant laws of the PRC, the Committee shall have control over the affairs of the Chamber. Its primary responsibilities shall include the following:-
 
(a) To convene and set the agenda for the Meeting of Members;
 
(b) To adopt such Bye-Laws as are deemed necessary to conduct the affairs of the Chamber;
 
(c) To consider and approve or reject, applicants for membership;
 
(d) To accept the resignation of any member in the Committee;
 
(e) To hire and dismiss salaried employees as may be necessary to carry out the business of the Chamber.
 
(f) To elect Chairman, Vice-Chairman, Secretary-General and Treasurer among the Committee Members and appoint other office bearers.
 
(g) To prepare and approve the annual statement of accounts annual budget and action plans, where required.
 
(h) To establish standing and special sub-committees and appointment of the office bearers in such sub-committees.

(i) To draft amendments to the Bye-Laws for consideration and approval of the members at a Meeting.
 
(j) To attend to any other matters not coming within the responsibility of a Meeting.
 
3.7 In the case where a Committee member is a Corporate Member and there is a change in the appointed representative of the said Corporate Member, the new appointed representative shall succeed the vacancy of the Committee member subject to compliance with the provisions in the Memorandum & Articles. Notwithstanding this, if the outgoing Committee member happens to be the Chairman, Vice Chairman, Secretary General or Treasurer, the position shall be re-elected by the Committee.

4. Supreme Authority
 
4.1 The supreme authority of the Chamber is vested in the Meeting of the Members with Voting Rights. At least 14 days’ notice must be given for holding of any Meeting.
 
4.2 A Meeting shall be held at least once in every calendar year for purposes of dealing with among others, the following matters:-
(a) To receive the statement of accounts;
(b) To receive the report of the Committee;
(c) To elect Committee members, auditors and other officers;
(d) To consider and approve any amendments to the Articles of Association; and
(e) To transact any other business which under the Articles of the Chamber must be transacted at a Meeting.
 
4.3 The Committee may call a Meeting as may be necessary to carry out the business of the Chamber, or on a requisition by at least one-third or a minimum of 30 Members with Voting Rights, whichever is lower. The business to be discussed at such Meeting shall be stated in the notice of meeting.

5. Quorum
 
5.1 No business shall be transacted at a Meeting unless the requisite quorum is present at the commencement of the Meeting.
 
5.2 One-third or a minimum of 30 Members with Voting Rights, whichever is lower, present at the Meeting or by proxy, shall constitute a quorum.
 
5.3 If a quorum is not present, the Meeting shall be adjourned to the same day in the next week at the same time and place. Any number of Members with Voting Rights present at the adjourned meeting shall form a quorum.

6. Membership
 
6.1 The Chamber shall be international in its character and, subject to the provisions of these Articles, Members shall be required to satisfy the Committee as to their qualifications for membership prior to admission. The Committee shall have the absolute discretion to decide on any application for admission and its decision as to whether an applicant is qualified to be admitted as a member shall be final.
 
6.2 Membership of the Chamber shall comprise the following categories of members:-
 
(a) Corporate Membership
Any joint-venture, joint-cooperative and wholly-owned enterprise invested by Singaporeans, Singapore’s body corporate or organisations incorporated under the laws of People’s Republic of China or any company, partnership, sole proprietorship, or other organisation incorporated under the laws of the Republic of Singapore provided it shall show to the satisfaction of the Committee that it has a substantial nexus with Singapore and has a branch, office or place of business in China, may apply to be a corporate member.
 
(b) Individual Membership
Any individual person who is above the age of 21 years may apply to be an Individual Member and this individual shall be a Singapore citizen or permanent resident of Singapore residing in China.
 
(c) Associate Membership
Any Company, Firm, or other commercial organisation with business operations or interest in China but not eligible for Corporate Membership under Article 6.2 (a), or any individual who is not eligible for Individual Membership under Article 6.2(b), may apply and be accepted as an Associate Member. An Associate Member has the rights to participate in the activities of the Chamber including attending the Meeting but has no voting rights.
 
(d) Patron and Advisor
The Committee may invite an individual person, or corporation either residing in or outside China who has contributed significantly to the promotion of trade and investment and friendly relationship between Singapore and China, as the Patron or Adviser of the Chamber. They shall have the rights to participate in the activities of the Chamber, including attendance at the General Meetings, but have no voting rights. They may be invited to attend Committee Meetings. In addition, the Committee has the power to appoint Honorary Chairman from time to time.

7. Voting Rights
 
7.1 Only Members with Voting Rights shall have the right to vote on all matters relating to the affairs of the Chamber.
 
7.2 Each Corporate Member shall have 3 votes and each Individual Member shall have 1 vote in a Meeting. In the case of equality of votes, the Chairman shall have a casting vote.
 
7.3 A Representative of a Member is entitled to exercise all the powers on behalf of the corporation it represent. Members holding membership in more than one category of membership shall be entitled to vote for each category of membership he holds.

8. Membership Subscription & Income and Property of the Chamber
 
8.1 All Members with Voting Rights and Associate Members are required to pay an annual subscription to cover the expenditure maintenance and expenses incurred by the Chamber. The subscription fee for each category of members shall be provided in the Bye-Laws which shall be determined by the Members at a Meeting on the recommendation of the Committee.
 
8.2 The Chamber may accept donations or contributions from Members, Honorary Chairman, other persons or organisations for any specific or general purposes.
 
8.3 The income and property of the Chamber, whensoever derived, shall be applied solely towards the promotion of the objects of the Chamber as set forth in this Memorandum of Association.
 
(a) Subject to (c) and (d) below, no portion of the income and property of the Chamber shall be paid or transferred directly or indirectly, by way of dividend, bonus, or otherwise howsoever, to the members of the Chamber.
 
(b) No member of the Committee of the Chamber shall be appointed to any salaried office of the Chamber, or any office of the Chamber paid by fees and no remuneration or other benefit in money or money’s worth (except as provided in (e) below) shall be given by the Chamber to any member of the Committee.
 
(c) Nothing herein shall prevent the payment, in good faith, by the Chamber of reasonable and proper remuneration to any officer or servant of the Chamber, or to any member of the Chamber not being a member of the Committee of the Chamber in return for any services actually rendered to the Chamber.
 
(d) Nothing herein shall prevent the payment, in good faith, by the Chamber:-
 
(i) to any member of its Committee of out-of-pocket expenses;
 
(ii) of interest on money lent by any member of the Chamber or its Committee at an annual rate not exceeding 2% above the prevailing market rate as approved by the Committee;
 
(iii) of reasonable and proper rent for premises demised or let by any member of the Chamber or of its Committee;
 
(iv) of remuneration or other benefit in money or money’s worth to a body corporate in which a member of the Committee is an interested party provided the interest of the member of the Committee in the body corporate is declared to the Committee.
 
(e) No person shall be bound to account for any benefit he may receive in respect of any payment properly paid in accordance with (d) and (e) above.
 
8.4. True accounts shall be kept of the sums of money received and expended by the Chamber, and the matters in respect of which such receipts and expenditures take place, and of the property, credits, and liabilities of the Chamber, and, subject to any reasonable restrictions as to the time and manner of inspecting the same that may be imposed in accordance with the Articles of Association and the By-laws of the Chamber for the time being in force, shall be open to the inspection of the members. Once at least in every year the accounts of the Chamber shall be examined, and the correctness of the balance sheet ascertained by one or more property qualified Auditor or Auditors.
 
8.5 The liability of the members is limited to the outstanding subscription fees due to the Chamber.

9. Conduct of Business
 
9.1 The operations of the Chamber shall be vested with the Committee who may appoint sub-committees, pay employees or other persons on such terms and conditions as it deems fit necessary in carrying out the business of the Chamber.
 
9.2 The Chairman or any three Committee Members may at any time require the Secretary-General to convene a meeting of the Committee. The Secretary-General shall cause notice of all Committee meetings to be given to the Committee members.
 
9.3 In the event that the Chairman is not present at a meeting, the Vice-Chairman shall be the Chairman of the meeting. In their absence, the Committee Members present at the meeting shall elect one of their members to be the Chairman of the meeting.
 
9.4 The main office - bearers shall include but not limited to the following:-
 
(a) Secretary - General
He shall be responsible for keeping of proper minutes of all meetings, issue notice of meetings and maintenance of general records and documents of the Chamber. (Other than the accounting records). He could delegate such duties to the employed staff of the Chamber, whenever he deems appropriate.
 
(b) Treasurer
He shall be responsible for:-
 
(i) keeping the books of accounts including the preparation of the annual statements of accounts and other accounting records;
 
(ii) preparing the annual budget and keeping in control of the expenditure of the Chamber in accordance to the guideline formulated by the Committee;
 
(iii) collecting annual subscriptions due and payable from the Members with Voting Rights and Associate Members and other income of the Chamber.
 
He may delegate any of the above-mentioned functions to such person as may be considered necessary with the concurrence of the Committee.
 
9.5 In view of work requirements, Chamber members in other provinces and cities shall, based on their own requirements and needs, set up Chapters of Chamber in their respective places of residence and business, when the size of its membership exceeds the number of 30 (thirty). The Chapter shall be headed by a Chapter Chairperson.

10. Bye-Laws
 
10.1 The Chamber shall make such Bye-Laws as it considers necessary for carrying out its affairs, based on the recommendation of the Committee. The Bye-Laws shall be approved by the members at a Meeting whose decision shall be final.
 
10.2 The Bye-Laws may be amended from time to time. No amendments to any existing Bye-Laws shall be valid and effective unless they have been approved by the members at a Meeting, based on the recommendation of the Committee.

11. Amendments of Articles of Association
 
11.1 Any amendments to these Articles of Association shall be made only by a special resolution of the Members with Voting Rights at a Meeting and approved by the relevant authority in China.

12 Winding Up
 
12.1 The Chamber may be liquidated, if at least 60% of the Members with Voting Rights resolve to do so, upon the recommendation of the Committee. A Meeting shall decide on the appointment of a liquidator to carry out the matters relating to the liquidation.
 
12.2 The liquidator shall collect all the outstanding debts due to the Chamber and distribute them in accordance with the prevailing laws and regulations in China. In the absence of any such laws of regulations, the assets shall be given or transferred to some other institution or institutions having objects similar to the objects of the Chamber or to some charitable object in accordance with a special resolution passed at a Meeting on the recommendation of the Committee.

13. Non-Disclosure Of Chamber Matters
 
13.1 (a) All matters that transpire at any Meeting of the Chamber or at any meeting of the Committee and sub-committees of the Chamber and all matters relating to its affairs and accounts shall be private and confidential.
 
(b) No Member or any person shall disclose or permit or authorise the disclosure to any person of any matter referred to in sub-clause (a) of this Article unless he is authorised so to do by the Committee.
 
(c) The provisions of this Article shall not apply to the disclosure by a Member to his solicitor or legal advisors of any such matter if such disclosure is made for the purposes of obtaining legal advice and in such event the Member shall bring the provisions of this Article to the attention of his solicitor or legal advisors.

14. Indemnity
 
14.1 The Committee and any sub-committee which are duly constituted and the members thereof while acting as a body or individually in the performance of their duties shall at all times be indemnified out of the funds, property or assets of the Chamber against the consequence of the performance of any act, deed matter or things done or omitted to be done by the Committee or sub-committees in respect of or in connection with the business of the Chamber.
15. Supplementary Articles
 
15.1 A notice may be served upon any Member personally or by fax or by sending it through the post or by any electronic means including the use of internet to such Member at such Member’s address or last known address. A notice sent by post addressed to a Member at the said address shall be deemed to have been properly served at the expiration of 48 hours after the notice was posted.
 
15.2 The accidental omission to give any such notice to, or the non-receipt of a notice by any of Members shall not invalidate any meeting or any resolution passed at any such meeting
 
15.3. The Committee shall forthwith provide a Common Seal for the purposes of the Chamber and shall have power from time to time to destroy the same and substitute a new Seal in lieu thereof and shall provide for the safe custody of the Seal for the time being and it shall not be used except by the authority of the Committee and in the presence of the Chairman and either the Vice-Chairman or Secretary of the Chamber.
 
15.4 This Article is made out in both English and Chinese versions. We hereby set Chinese version as standard should any conflicts accrued.
 
15.5 This Article shall be come into force upon receipt of Ministry of Civil Affair of People’s  Republic of China’s approval. 
 
  

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