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| ARTICLES OF ASSOCIATION OF THE CHINA ASSOCIATION OF ENTERPRISES WITH FOREIGN INVESTMENT |
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| 2005-11-08 10:47 caefi |
These Articles of Association, adopted by a vote at the Fourth General Meeting of China Association of Enterprises with Foreign Investment, enter into force as of January 31, 2002 upon the approval of the Ministry of Civil Affairs of the People's Republic of China.
Articles of Association
of the China Association of Enterprises with Foreign Investment
Chapter 1 General Rules
Article 1 CAEFI stands for China Association of Enterprises with Foreign Investment.
Article 2 CAEFI is a nation-wide non-profit-making social organization which consists of, on a voluntary basis, foreign funded enterprises, enterprises invested by Hong Kong, Macau and Taiwan compatriots and overseas Chinese, agencies engaging in support and services for foreign investment and agencies engaging in investment by foreign-funded enterprises in China, all of whose establishment has been approved by the Chinese government.
Article 3 The purposes of CAEFI are to abide by the Constitution of the People's Republic of China, implement and enforce the nation's laws, regulations and policies on opening up and encouraging foreign investment, do its utmost in serving its members and investors and safeguard the legitimate rights and interests of its members; to present the opinions and demands of members and investors to relevant departments of the government, work for the continuous improvement of the internal investment environment; to strengthen communication, understanding and cooperation between the Chinese members and the foreign members, between members and government agencies and between members themselves; to exchange information and experience; to help members play an active role in China's modernization drive and international economic cooperation.
Article 4 CAEFI accepts guidance and is subject to supervision and administration by the Ministry of Foreign Trade and Economic Cooperation of the People's Republic of China (hereinafter referred to as MOFTEC) and the Ministry of Civil Affairs of the People's Republic of China (hereinafter referred to as MCA).
Article 5 CAEFI is located in Beijing Municipality.
Chapter 2 Business Scope
Article 6 The business scope of CAEFI is to:
6.1 Publicize and implement China's laws, regulations, principles and policies guiding the utilization of foreign investment, and introduce China's reform and opening up and its investment environment. Entrusted by the Chinese government and its member enterprises, host investment and trade negotiation meetings and activities at investment promotion both in and outside of China, and provide information, counseling and complaining services for foreign businessmen to make investment in China;
6.2 Organize members to exchange their experiences on operating in accordance with law, upgrading enterprise management, enhancing economic efficiency, improving labor protection as well as on contract implementation and cooperation between the Chinese and the foreign parties. Strengthen the self-protection, independent development and self-discipline mechanism for the enterprises. Praise the outstanding and promote mutual exchanges to achieve common development;
6.3 Safeguard the legitimate rights and interests of the members and the investors, accept member's complaint and entrustment, reflect the opinions and demands of the members and foreign investors to relevant government departments and provide legal services;
6.4 Based on the authorization and entrustment of concerned government authorities, be responsible for the coordinated management of the import and export commodities by foreign-funded enterprises, organize and coordinate between members to join the quota bidding process for export commodities and to respond to anti-dumping complaints, meditate between members concerning their business disputes;
6.5 In line with members' needs, sponsor training courses, lectures, seminars and investigation trips in an effort to advance the quality and business level of the management of member enterprises;
6.6 Organize members to explore business opportunities, expand market and host exhibitions and sales promotions for various kinds of products, both in and outside of China;
6.7 Organize various forms of friendship-building activities, strengthen ties and mutual understanding between the members and relevant government departments as well as enhance the friendship and cooperation between members themselves;
6.8 Be responsible for providing business guidance and information to, organizing and participating in the relevant activities for regional provincial and municipal associations of enterprises with foreign investment;
6.9 Engage in friendly contacts with relevant overseas institutions and organizations, facilitate international exchanges and cooperation;
6.10 Initiate research on theories and policies on foreign investment attraction, provide recommendations to relevant government departments as well as relay concerned information from both home and abroad to the members;
6.11 Edit and publish publicity materials concerning the work on foreign investment attraction.
6.12 Process other matters as entrusted by relevant government departments and the members.
Chapter 3 Members
Article 7 CAEFI accepts enterprises and organizations as its members.
Enterprise Members herein refer to foreign-funded enterprises, enterprises invested by Hong Kong, Macau and Taiwan compatriots and overseas Chinese and agencies engaging in investment activities by foreign enterprises in China, all of which are established, registered and recorded according to law, and are involved in normal production and operational activities within the border of the People's Republic of China.
Organization Members herein refer to branch operations set up by foreign agencies in China, chambers of commerce and associations (or friendship association) of Hong Kong, Macau and Taiwan enterprises, agencies engaging in the work concerning foreign trade and investment, and regional provincial and municipal associations of enterprise with foreign investment (or friendship association).
Article 8 For those applying to qualify as members of CAEFI, with regard to the necessary conditions required and obligations to be fulfilled, they must:
8.1 Be willing to join CAEFI, recognize and abide by its Articles of Association, and enforce the resolutions and regulations adopted by CAEFI;
8.2 Pay membership dues in accordance with relevant stipulations;
8.3 Warmly support and actively participate in the work and various activities of CAEFI, undertake the work entrusted by CAEFI;
8.4 Provide relevant information and materials needed by CAEFI to pursue its job;
8.5 Safeguard the legitimate rights and interests as well as the reputation of CAEFI;
8.6 Abide by the Constitution of the People's Republic of China and the nation's policies, laws and regulations, and are trustworthy in doing business.
Article 9 The procedures to join CAEFI are as follows:
9.1 Fill in and submit the application and registration form uniformly printed by CAEFI;
9.2 Submit the copies of record and registration documents with relevant state departments in accordance with law;
9.3 The standing administrative organs of CAEFI will, as authorized by the Council, examine the membership application in line with the Articles of Association.
9.4 If examined to be qualified, membership card will be issued to the applicant.
Article 10 Members are entitled to:
10.1 The right of election, the right to stand for election and the right of voting;
10.2 Enjoying the services provided by CAEFI;
10.3 Participating in relevant activities organized by CAEFI;
10.4 Requiring that CAEFI accord help to safeguard members' legitimate rights and interests;
10.5 Exercising supervision on the work of CAEFI and providing opinions and recommendations;
10.6 The freedom to withdraw from CAEFI.
Article 11 Member shall notify CAEFI of its withdrawal in writing and return the membership certificate.
In case any one, or both of the following scenarios occur(s) to a member, CAEFI is entitled to terminate its membership, reclaim its membership certificate and make the announcement in the Association Newsletter:
11.1 Nullification of legal person entitlement;
11.2 Non-payment of membership dues for more than one (1) year.
Article 12 In case the conduct of any member is in serious violation of these Articles of Association, upon adoption by the Standing Council, the member shall be deprived of its membership, its membership certificate reclaimed and announcement made in the Association Newsletter.
Chapter 4 Organization and Election and Removal of the Chairperson
Article 13 The supreme power organ of CAEFI is the General Meeting, whose functions and powers include:
13.1 The formulation and revision of the Articles of Association;
13.2 Election and Removal of Councilors of the Council, forming of the Council;
13.3 Examining and approving the work report and financial statement of the Council;
13.4 Examining the proposals put forward by the Council, the industrial committees, the branch associations and jointly by more than one fifth (1/5) of the members;
13.5 Discussing other major issues of CAEFI;
13.6 Deciding on the termination of CAEFI.
Article 14 The General Meeting shall be convened only when attendance exceed two thirds (2/3) of the total member representatives. Its resolutions shall go into effect only upon adoption by more than a half (1/2) of the member representatives attending the General Meeting.
Article 15 The General Meeting is convened once every five (5) years. In cases that it needs to be held in advance or postponed due to special circumstances, the decision shall be adopted by voting of the Council, submitted to competent state department for examination and subject to approval by registration authority administering social organizations.
Article 16 Representatives to the General Meeting are decided through democratic consultation among and election by the members. The number and selection methods of the representatives are decided by the Council who is charged with preparation for the convening of the General Meeting.
Article 17 CAEFI establishes its Council. The Council performs the daily work during the interval between the General Meetings on behalf of CAEFI and is held responsible for the General Meeting.
Article 18 The functions and powers of the Council include:
18.1 Executing the resolutions of the General Meeting;
18.2 Electing and removing the Chairperson, Vice-Chairpersons, Secretary-general and the Standing Councilors;
18.3 Preparing for the convening of the General Meeting;
18.4 Reporting to the General Meeting about the performance of CAEFI and its financial standing;
18.5 Deciding on acceptance or exclusion of members;
18.6 Deciding on the establishment of business operations, branch operations, representative operations and operational entities.
18.7 Leading various operations under CAEFI in pursuing their work;
18.8 Formulating important administrative schemes for CAEFI;
18.9 Deciding on other major issues.
Article 19 The term of office for every Council under CAEFI is five (5) years, the duration of which is subject to change in correspondence with the advanced or delayed convening of the General Meeting.
Article 20 The Council is formed through democratic election by the General Meeting. The number and selection method for the Councilors are decided by the Council who is charged with preparation for the convening of the General Meeting. The Chairperson, Vice Chairperson(s) and Secretary-general of CAEFI as recommended by the competent business departments shall stand as Councilors Apparent.
Article 21 The Council shall be convened only when attendance by the Councilors surpass two thirds (2/3) of the total number and its resolution shall come into force only when adopted by a vote of more than two thirds (2/3) of the attending Councilors.
Article 22 Meeting of the Council is held once every two (2) years. It is convened and chaired by the Chairperson or the Vice Chairperson designated by the Chairperson. In cases that major issues and events arise, upon decision by the Chairperson or joint proposal by more than one third (1/3) of the Councilors, a special Council Meeting shall be held. Under special circumstances, the Meeting can be convened through various means of communication.
Article 23 CAEFI establishes the Standing Council. The Standing Council is elected by the Council. The number and selection method is decided by the Council who is charged with making preparation for the convening of the Council. The number of Standing Councilors shall not exceed one third (1/3) of that of the Councilors.
Article 24 The Standing Council is held responsible for the Council, exercising the functions and powers as stated in Item 1, 3, 5, 6, 7, 8, 9 under Article 18 during the intervals between the convening of the Council Meetings.
Article 25 The Standing Council shall be convened only when attendance by the Standing Councilors surpass two thirds (2/3) of the total number and its resolution shall come into force only when adopted by a vote of more than two thirds (2/3) of the Standing Councilors attending the Meeting.
Article 26 The Standing Council shall meet once a year, which will be convened and presided over by either the Chairperson or a Vice-Chairperson designated by the Chairperson. In the event of important issues, an Extraordinary Meeting of the Standing Council may be convened upon the decision of the Chairperson or by the joint proposal of at least one third (1/3) members of the Standing Council. Under special circumstances, the meeting may be convened by means of communication.
Article 27 The Officers of CAEFI shall consist of the following positions:
The Chairperson;
Several Vice-Chairpersons (including part-time Vice-Chairpersons); and
The Secretary-general (this post may be concurrently filled by a full-time Vice-Chairperson).
The Chairperson, Vice-Chairpersons and Secretary-general shall serve a term in office of five (5) years. At the longest, none of them should hold the same Officer position for more than two (2) terms. If the extension of term is needed due to special situation, the officer in question can only assume his or her post after: (i) two thirds (2/3) members cast affirmative votes in the General Meeting; and (ii) the Competent Department in charge of CAEFI business and the National Department responsible for mass organizations approve the report of extension from CAEFI.
Article 28 The Chairperson, Vice-Chairpersons and Secretary-general must meet the following qualifications:
28.1 Chinese Chairperson, Vice-Chairpersons and Secretary-general must adhere to the lines, principles and policies of the Communist Party of China and have high political quality.
28.2 Each of them shall have considerable influence in the business sector(s) covered by CAEFI.
28.3 The age of the Chairperson, Vice-Chairpersons and Secretary-general shall not exceed seventy (70) years at the highest when he or she takes office. Those who have already gone beyond this age ceiling must first be voted through by the Council and approved by the competent departments before assuming his/her post.
28.4 In good physical condition and capable of consistently handling work.
28.5 Full civil capacity of conduct.
Article 29 The Chairperson, Vice-Chairpersons and Secretary-general shall be either: (i) recommended by the Competent Department in charge of CAEFI business and democratically elected to the posts by the Council; or (ii) jointly recommended by one third (1/3) or above members, which in turn are approved by the Competent Department in charge of CAEFI business, and then democratically elected to the posts by the Council.
Article 30 The Chairperson shall be the legal representative. Under special circumstances, subject to the review of the Competent Department in charge of CAEFI business and the approval of the Department responsible for mass organizations, a Vice-Chairperson may be the legal representative. The legal representative of CAEFI must not be the legal representative of any other organization at the same time.
Article 31 Powers and duties of the Chairperson (or the Permanent Vice-Chairperson):
31.1 Summoning and presiding at meetings of the Council (or meetings of the Standing Council);
31.2 Examining the implementation of resolutions of the General Meeting, the Council and the Standing Council;
31.3 Signing relevant important documents on behalf of CAEFI;
31.4 Leading the administrative team to carry out daily work and organizing the enforcement of annual work plan;
31.5 Nominating the deputy secretary-general(s), and appointing and removing the major heads of each administrative office; and
31.6 Handling other routine business of CAEFI.
The Vice-Chairpersons and the Secretary-general of CAEFI shall assist the Chairperson in performing his duties.
Article 32 Under special circumstances, the foregoing powers and duties of the Chairperson may also be exercised on his/her behalf by a Vice-Chairperson designated by him/her. This Vice-Chairperson shall be responsible to the Chairperson.
Article 33 CAEFI may, as it deems necessary, engage somebody as the Honorary Chairperson and Advisor. Nominations for the Honorary Chairperson and Advisor shall be proposed by the Standing Council and submitted to the Council for review and confirmation.
Chapter V Experts Committee, Sector Committee and Sub-committee
Article 34 CAEFI may, as needed, set up the Experts Committee to guide its work.
Article 35 According to relevant national regulations and actual need, CAEFI may set up several Sector Committees or Sub-committees. Establishment of such Sector Committee or Sub-committee must be reported to the Competent Department in charge of CAEFI business for approval and registered at the Department responsible for mass organizations. These Sector Committees or Sub-committees, lacking legal personality, shall only carry out activities under the leadership of CAEFI Council.
Article 36 Sector Committees or Sub-committees shall formulate their own Articles of Association and Rules of Procedure in accordance with the CAEFI Articles of Association. They shall operate voluntarily, subject to leadership and supervision of CAEFI.
Article 37 Sector Committees or Sub-committees shall consist of enterprise members in the same sector. Any CAEFI member engaged in activities that are carried out or coordinated by a certain Sector Committee or Sub-committee may become its member through application, provided that the applicant endorses the Articles of Association of the Sector Committee or Sub-committee.
Article 38 Major Mission of Sector Committees or Sub-committees include:
38.1 Carrying out relevant Chinese laws, regulations and sector-specific policies;
38.2 Promoting, coordinating and regulating the production and operation of enterprise members in the Sector; and Reinforcing self-discipline mechanism; and
38.3 Soliciting and advocating opinions and requests of enterprise members in the Sector; and Putting forward suggestions to government agencies on the improvement of relevant laws, regulations and sector-specific policies.
Article 39 Methods on the Organization and Activities of Sector Committees or Sub-committees shall be formulated separately by CAEFI in accordance with these Articles of Association and different features of each Sector Committee or Sub-committee.
Article 40 The supreme power of Sector Committees or Sub-committees lies in the Meeting of Sector Committee Members or the Meeting of Sub-committee Members. When the Said Meetings are not in session, the Council or Standing Council elected thereof shall take charge of daily work. Heads of Sector Committees or Sub-committees shall consist of the Chairperson, Vice-Chairpersons and Secretary-general. Staff of CAEFI permanent administrative offices shall fill the position of Secretary-general in these Committees. The term, powers, duties and rules at work of these heads in Sector-committees or Sub-committees shall be determined at the discretion of these Committees.
Article 41 The permanent administrative offices of these Sector Committees and Sub-committees are set up within CAEFI. If otherwise is needed, it must be approved by the Competent Departments after having been reviewed and approved by the Standing Council of CAEFI.
Chapter VI Principles on Assets Management and Use
Article 42 Origin of CAEFI Financial Resources:
42.1 Dues paid by members;
42.2 Government financial support;
42.3 Income derived from profit-making services within the range of verified business range;
42.4 Donation and sponsorship from relevant side, friendly people at home or abroad, and domestic or foreign organizations;
42.5 Special fund raised by CAEFI upon the approval of relevant government departments; and
42.6 Interest and other lawful income.
Article 43 Use of Financial Resources in CAEFI:
43.1 Conference-related activities of CAEFI;
43.2 Activities organized for all members; and
43.3 Daily expenditure of CAEFI.
Article 44 CAEFI shall establish and collect membership dues according to relevant Chinese regulations.
Article 45 Financial resources of CAEFI shall be only used for business range and development as stipulated in these Articles of Association instead of distribution among members.
Article 46 CAEFI shall build up a strict finance management system to ensure that all accounting documents are legitimate, faithful, accurate and complete.
Article 47 CAEFI has accountants with professional qualifications. Accountants are prohibited from being cashiers at the same time. Accountants must do accounting and enforce accounting supervision. In case of job transfer or leaving the post, accountants must undergo necessary auditing and go through all handing-over formalities with people who are about to take over.
Article 48 Assets management of CAEFI must conform to the financial management system of the Country, subject to the supervision of General Meeting, the Council and financial department. Those assets that originated from government appropriation or social donation and sponsorship must be subject to supervision by the auditing agency.
Article 49 Prior to the change of legal representative, CAEFI must carry out financial audit according to regulations of the Department responsible for mass organizations and the Competent Department in charge of CAEFI business.
Article 50 Any entity or individual is prohibited from encroaching upon, pocketing or embezzling CAEFI assets.
Article 51 Wage and various kinds of insurance and welfare of full-time CAEFI staff shall be determined with reference to relevant Chinese regulations on institutions.
Chapter VII Procedures on Amending CAEFI Articles of Association
Article 52 If these Articles of Association need to be amended, the Standing Council or the Council shall prepare a draft amendment which will be submitted to the General Meeting for review and adoption.
Article 53 The amended Articles of Association of CAEFI shall, within fifteen (15) days after being adopted at the General Meeting, be reviewed and approved by the Competent Department in charge of its business, and then submitted to the department of civil affairs for confirmation upon which it becomes effective.
Chapter VIII Termination Procedures and Assets Handling after Termination
Article 54 Should the registration of CAEFI needs to be cancelled due to the fulfillment of purposes, voluntary dissolution, separation or merger, the Standing Council or the Council shall move a motion of termination.
Article 55 The motion of termination must be reported to the Competent Department in charge of CAEFI business for review and approval following its adoption by a vote at the General Meeting.
Article 56 Prior to its termination, CAEFI shall form a liquidation team under the guidance of the Competent Department in charge of its business and other relevant departments to deal with financial claim and liabilities and remaining matters. No activity other than liquidation will be carried out in the entire period of liquidation.
Article 57 CAEFI shall be terminated after going through the formalities of canceling registration at the department responsible for registration of mass organizations.
Article 58 Remaining funds of CAEFI after its termination will, under the supervision of the Competent Department in charge of its business and the department responsible for registration of mass organizations, be used in developing undertakings relevant to the purposes of CAEFI according to Chinese regulations in this regard.
Chapter IX Supplementary Provisions
Article 59 These Articles of Association have been adopted by a vote at the General Meeting of CAEFI Members on July 6, 2001.
Article 60 The right of interpreting these Articles of Association lies with the CAEFI Council.
Article 61 These Articles of Association shall enter into force as of the date of approval by the department responsible for mass organizations.
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