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. Such Chapter
Chairperson, upon approval by the Committee and without having the need to go through
the election process in the Meeting, shall be made a Committee Member and hold the
appointment of Vice-Chairman in the Committee.
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.
Dated this 6th March 2004.
confirmed at 3rd AGM on March 2005 at Happy Vally Restaurant,Swissotel.
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