Constitution

PREAMBLE

This Constitution of the American Chamber of Commerce in the People's Republic of China is adopted as of September 12, 2000, pursuant to an Extraordinary General Meeting of the Chamber held on such date, amending and restating the prior Constitution, as amended by the Annual General Meetings of November 20, 2003, November 11, 2005, November 12, 2008, and November 13, 2012. 

ARTICLE 1. NAME

This organization shall be known as The American Chamber of Commerce in the People's Republic of China (the "Chamber").

ARTICLE 2. OBJECTIVES

The objectives of the Chamber are to:

  • enhance the business environment in China
  • strengthen cooperation and understanding between the United States and China
  • promote the development of trade, commerce and investment between the United States of America and the People's Republic of China;
  • provide a forum in which the American business community in China can identify and discuss common  interests in China;
  • work with existing organizations in China on matters of mutual interest;
  • maintain relations with the chambers of commerce of the United States and other chambers of commerce or commercial organizations elsewhere; and
  • engage in all lawful activities as may be incidental or conducive to the attainment of the foregoing objectives.

ARTICLE 3. MEMBERSHIP

3.1   Types of Membership.

3.1.1   Corporate Membership.

Corporate Membership shall mean membership of any corporation, partnership or other legal entity organized and existing under the laws of the United States or any state or possession of the United States (hereinafter referred to as a "US Entity"), or any other legal entity or partnership in which one or more US Entities and/or United States citizens hold, in the aggregate, a controlling interest, which has established a legal person or registered a resident representative office in China and has its own representative(s) in China and is undertaking activities which are consistent with the objectives of the Chamber.  Each Corporate Member shall designate as its representative in the Chamber, one Corporate Member Representative. Additional representatives of each Corporate Member may be designated as “Additional Members” on the Corporate Membership.  The Corporate Membership Representative and all Corporate Membership Additional Members shall be persons of good standing  in China.

3.1.2   Corporate Associate Membership.

Corporate Associate Membership shall mean membership of any corporation, partnership or other legal entity that does not qualify for Corporate Membership (other than a domestic PRC entity), which has established a legal person or registered a resident representative office in China and has its own representative(s) in China and is undertaking activities which are consistent with the objectives of the Chamber.  Each Corporate Associate Member shall designate as its representative in the Chamber, one Corporate Associate Member Representative. Additional representatives of each Corporate Associate Member may also be designated as “Additional Members” on the Corporate Associate Membership. The Corporate Associate Member Representative and all Corporate Associate Additional Members shall be persons of good standing in China. 

3.1.3   Individual Membership.

Individual Membership shall mean membership of any United States citizen of good standing  in China who is not employed by an entity eligible for Corporate Membership  and who is engaged in business activities in China which are consistent with the objectives of the Chamber, provided that such individual is at least twenty-one (21) years of age.

3.1.4   Individual Associate Membership.

Individual Associate Membership shall mean membership of any United States citizen of good standing in China who is not an Individual Member, a Corporate Member Representative or Corporate Associate Member Representative and who is (i) employed by or works on behalf of a charitable, educational, cultural or other similar organization, the activities of which are consistent with the objectives of the Chamber, (ii) an official (or the spouse of an official) of the United States government, (iii) an intern or research associate, or (iv) enrolled as a student, provided that such individual is at least eighteen (18) years of age.

3.1.5   Non-Resident Corporate Membership.

Non-Resident Corporate Membership shall mean membership of any corporation, partnership or other legal entity that would otherwise qualify for Corporate Membership or Corporate Associate Membership but has not established a legal person or registered a resident representative office in China.  Each Non-Resident Corporate Member shall designate, as its own representative in the Chamber, one Non-Resident Corporate Member Representative.  Additional representatives of each Non-Resident Corporate Member may also be designated as “Additional Members” on the Non-resident Corporate Membership.  The Non-Resident Corporate Member Representative and all Non-Resident Corporate Additional Members may or may not be resident in China.

3.1.6   Non-Resident Individual Membership.

Non-Resident Individual Membership shall mean membership of any United States citizen of good standing who would otherwise qualify for Individual Membership or Individual Associate Membership or to be designated as a Corporate Member Representative or Corporate Associate Member Representative but is not resident in China, provided that such individual is at least twenty-one (21) years of age.

3.1.7   Affiliate Chamber Membership.

Affiliate Chamber Membership shall mean membership of any American Chamber of Commerce which, in the opinion of the Board of Governors, is undertaking activities which are consistent with the objectives of the Chamber.  Each Affiliate Chamber Member shall designate, as a liaison with the Chamber, one individual who shall be a person of good standing in China.

3.1.8   Affiliate Associate Membership.

Affiliate Associate Membership shall mean membership of any corporation, partnership or other legal entity that is a member in good standing of an Affiliate Chamber Member that qualifies  for Corporate Membership  and is not located in Beijing, or an individual member not resident in Beijing who is a member in good standing of an Affiliate Chamber Member who qualifies either for Individual Membership or  Individual Associate Membership, but elects to apply for membership in the Chamber as an Affiliate Associate Member.  Each Affiliate Associate Member shall designate, as its representative in the Chamber, one Affiliate Associate Member Representative. Additional representatives of each Corporate Member may also be designated as “Additional Representatives” on the Affiliate Associate Membership. The Affiliate Associate Member Representative and all Affiliate Associate Additional Members shall be persons of good standing in China.

3.1.9   Honorary Membership.

Honorary Membership shall mean membership of any individual person so elected by the Board of Governors, and who shall be entitled to all of the privileges of membership, as described below, and who shall be exempt from payment of membership dues for a period of twelve calendar months, unless such dues waiver is extended by resolution of the Board of Governors.

3.1.10   Not-for-Profit Organization Membership.

Not-for-Profit Organization Membership shall mean membership of any not-for-profit organization organized and existing under the laws of the United States or any state or possession of the United States duly registered qualified as a not-for-profit under section 501 (c) of the Internal Revenue Code, which has been established as a legal person or registered a resident representative office in China and has its own representative(s) in China and is undertaking activities which are consistent with the objectives of the Chamber.  Each Not-for-Profit Organization Member shall designate, as its representative in the Chamber one Not-for-Profit Organization Member Representative. Additional representatives of each Not-for-Profit Organization Member may also be designated as “Additional Members” on the Not-for-Profit Organization Membership.  The Not-for-Profit Organization Member Representative and all Not-for-Profit Organization Additional Members shall be persons of good standing in China.

3.2   Determination of Membership.

3.2.1   The acceptability of any applicant for membership or for change in classification of membership in the Chamber shall be determined by the President who shall notify all applicants in writing of his/her decision as soon as practicable following receipt of properly completed applications and required supporting documentation.

3.2.2   The Board of Governors shall have the right, at its sole discretion upon the written request of any applicant, to review and sustain or overturn any decision of the President.

3.2.3   An application for membership or for change in classification of membership in the Chamber shall be submitted by applicants in such form and together with such supporting documents as the President may from time to time approve and require.

3.2.4   Any determination that is delegated to the President in this Article 3.2, may be made by a Chamber employee responsible for membership issues as designated by, and reporting to the President.

3.3   Voting Rights.

3.3.1   Voting and Non-Voting Memberships.

Corporate Members and Individual Members shall each have the power to exercise one vote at any meeting of the Chamber.  Corporate Associate Members, Individual Associate Members, Non-Resident Corporate Members, Non-Resident Individual Members, Honorary Members, Affiliate Chamber Members, Affiliate Associate Members and Not-for-Profit Organization Members shall not have voting rights at any meeting of the Chamber.

3.3.2   Exercise of Voting Rights by Corporate Members.

The Corporate Member Representative shall also be the Voting Representative of the Corporate Member and shall have full voting rights at any meeting of the Chamber.  No other Corporate Member Representative shall have voting rights.

3.3.3   Proxies.

(1) Each Corporate Member Voting Representative and Individual Member shall have one vote, which may be given either personally or by written proxy.

(2) Individual Members and Corporate Member Representatives may serve as proxy holders, except that a Corporate Member Voting Representative may only appoint, as proxy holder at an Annual General Meeting or an Extraordinary General Meeting, an Additional Member from the same Corporate Member.

(3) Written proxies shall be in such form as the Board of Governors may from time to time approve.  The written proxy shall be received by the  President or his/her designated staff not later than twenty-four (24) hours prior to the time and date of the meeting at which such proxy is to be voted.

3.4   Eligibility to Stand For and Hold Office.

(1) Only Corporate Member Voting Representatives and Individual Members in good standing may hold elective office in the Chamber. A Corporate Member Representative who is not a Voting Representative may run for election to an office in the Chamber, provided that if he or she is elected, such person must become a Voting Representative by the date he or she takes office.  If such person has not become a Voting Representative by such date, then the person with the next highest number of votes at the relevant election shall take such office in the Chamber instead.  Each Corporate Member may only have one Corporate Member Representative run for, or hold, elective office in the Chamber during any given period of time.

(2) The Chairperson, Vice Chairpersons and members of the Board of Governors (other than members ex-officio) shall be elected at an Annual General Meeting or an Extraordinary General Meeting to terms of one (1) year.

(3) A member of the Chamber may not be elected to serve in the same Officer position for more than two (2) consecutive terms. For purposes of this section 3.4(3) only, a member shall mean both a Corporate Member and an individual holding the position, whether as an Individual Member or Corporate Member Representative.

(4) An individual may not be elected to serve on the Board of Governors or as an Officer if such election would result in such individual serving as an Officer or Board member or a combination thereof for more than four (4) consecutive full one-year terms.

3.5   Resignation.

A member may notify the President in writing of its resignation from the Chamber, and the member's resignation is effective immediately upon the President's receipt of written notification.  No refund of membership dues shall be made, whether in whole or in part, to a resigning member.

ARTICLE 4. MEETING OF THE CHAMBER

4.1   Annual General Meeting.

4.1.1   An Annual General Meeting will be held no later than the third week of November in each year.  The Chairperson shall decide upon the specific date, time and place of such meeting.

4.1.2   The business of an Annual General Meeting shall be to:

(1) receive and consider the annual report of the Board of Governors;

(2) receive and consider the annual statement of accounts;

(3) attend to the election of Officers;

(4) attend to the election of other members to the Board of Governors; and

(5) such other business which may properly come before the meeting.

4.2   Extraordinary General Meetings.

4.2.1   Extraordinary General Meetings of the Chamber shall be convened from time to time by either the Chairperson, three (3) Officers other than the Chairperson, or by the petition of at least twenty percent (20%) of the members entitled to vote.

4.2.2   The agenda of an Extraordinary General Meeting may be proposed by either the Chairperson, three (3) Officers, or in the petition referred to in Article 4.2.1 above.

4.3   Notice of Meetings of the Chamber.

Written notice shall be given to all members at least two (2) weeks prior to the date of an Annual General Meeting, and one (1) week prior to an Extraordinary General Meeting.  If the Board of Governors calls an emergency Extraordinary General Meeting, however, notice shall be given within a reasonable time prior to such meeting.  Notice will be deemed effective upon the date it is sent.  Notice of any meeting of the Chamber shall contain the items on the agenda of that meeting.  At such meetings, no other business except that designated on the notice shall be voted upon, unless otherwise agreed upon by two-thirds of the Board of Governors or two-thirds of the members present and voting.  Accordingly, unless otherwise agreed upon by two-thirds of the Board of Governors or two-thirds of the members present and voting, any items added to the agenda, after notice of such meeting has been given, may only be discussed and not voted upon.

4.3.1   The non-receipt of notice of an Annual General Meeting or Extraordinary General Meeting by any member entitled to receive notice shall not invalidate the proceedings at that meeting.

4.4   Quorum & Voting.

The quorum at either Annual General Meetings or Extraordinary General Meetings shall be constituted if at least twenty percent (20%) of all members entitled to vote are present in person or by proxy or have previously submitted a completed ballot in accordance with procedures established by the Election Committee.  If a quorum exists, then business to be voted upon requires a simple majority of those represented (in person, by proxy or by submitted ballot) and entitled to vote.  In the event of there being no quorum present at any such meeting, the meeting shall be adjourned until the following week at a date, time and place to be appointed by the presiding officer; should the number then represented (in person, by proxy or by submitted ballot) still be insufficient to form a quorum, those represented (in person, by proxy or by submitted ballot) shall be considered a quorum.  For the purpose of determining whether either a quorum or a simple majority exists, each proxy vote held by any person attending any meeting will be counted separately.

4.5   Presiding Officer.

The Chairperson shall preside over all Annual General Meetings and Extraordinary General Meetings of the Chamber.  In the event that the Chairperson is unable to preside, one of the Vice-Chairpersons (the Vice-Chairperson who received the highest number of votes at the last election among the Vice-Chairpersons who are U.S. citizens) shall preside in his or her place.  The Presiding Officer, in addition to his or her responsibilities herein set forth, shall have an additional (second) casting vote in such cases where the initial vote of the Chamber or Board has resulted in a tie.

4.6   Attendance at Meetings of the Chamber.

Only Members of the Chamber are entitled to attend Annual General Meetings and Extraordinary General Meetings of the Chamber.  Persons who are not members may be invited to attend only upon the approval of the Board of Governors, Officers or President.

4.7   Minutes of Meetings of the Chamber.

Minutes shall be recorded for all Annual General Meetings and Extraordinary General Meetings of the Chamber.  The minutes recorded at said meetings shall be reviewed for accuracy, corrected as necessary, and approved by the Board of Governors no later than the date of the first meeting of the Board of Governors after the date of a meeting of the Chamber.  After such approval, the Minutes shall be placed on file in the Chamber's office for review by all members and may be summarized in one of the Chamber’s regular electronic or print publications. The minutes shall be kept confidential by all members, unless a member has been given written consent by the Board of Governors to disclose the minutes to those not members of the Chamber.

ARTICLE 5. OFFICERS

5.1   Officers.

5.1.1   The Officers of the Chamber shall consist of the following four positions:

(1) The Chairperson;

(2) The three (3) Vice-Chairpersons;

(3) The Treasurer ex-officio; and

(4) The General Counsel ex-officio.

5.1.2   The Chairperson shall be a citizen of the United States, and he or she shall have served as a member of the Board of Governors within the year in which the election is held, or the previous year, or have been active on at least one Chamber committee or Chamber forum during the year in which the election is held.

5.1.3   Only those members entitled to vote may serve as Officers.

5.2   Duties of the Officers.

5.2.1   The Chairperson.

(1) The Chairperson shall preside at all meetings of the members and of the Board of Governors and exercise general supervision over the affairs of the Chamber.

(2) Subject to the approval of the Board of Governors, the Chairperson shall appoint all committees and forums of the Chamber, and shall appoint and remove the head of each committee and forum, and shall be an ex-officio member of all committees and forums of the Chamber.

(3) The Chairperson shall appoint the Treasurer and General Counsel, who shall each be resident in Beijing, whose appointments shall be confirmed by the Board of Governors.

(4) The Chairperson and the President shall carry into effect the decisions of the Board of Governors.

(5) The Chairperson and, subject to the direction of the Chairperson, the President shall represent the Chamber in external relations and, except where the Board of Governors otherwise determines, the Chairperson shall determine the participation of other members in the conduct of external relations and the manner in which external relations are conducted.

(6) The Chairperson shall assume and perform such additional duties as the Board of Governors may determine from time to time.

(7) At the conclusion of his or her term(s), the Chairperson shall serve during the subsequent years as an ex-officio (non-voting) member of the Board, unless otherwise elected to serve as a member of the Board.

(8) In the absence of the Chairperson, one of the Vice-Chairpersons (the Vice-Chairperson who received the highest number of votes at the last election among the Vice-Chairpersons who are U.S. citizens) shall exercise the powers and duties of the Chairperson.

5.2.2   The Vice-Chairpersons.

The Vice-Chairpersons shall have the general duties set forth in the By-Laws.

5.2.3   The Treasurer.

(1) The Treasurer shall be a certified public accountant licensed in the United States.

(2) The Treasurer shall be able to serve for a maximum of three consecutive full one-year terms.

(3) The Treasurer, in consultation with appropriate Chamber staff as determined by the President shall direct the management and custody of all assets and financial operations of the Chamber and all accounting procedures related thereto under the supervision of the Board of Governors.

(4) The Treasurer shall consult with the President who shall prepare an annual Chamber budget.

(5) The Treasurer shall confirm other financial reports prepared by Chamber staff and reviewed by the President when so directed by the Board of Governors.

(6) All accounting information and other records kept by the Chamber and reviewed by the Treasurer shall be kept confidential and shall not be disclosed to any person not a member of the Chamber without the express written consent of the Board of Governors.

5.2.4   The General Counsel.

(1) The General Counsel shall be an attorney-at-law, qualified to practice in a jurisdiction of the United States.

(2) The General Counsel shall be able to serve for a maximum of three consecutive full one-year terms.

(3) The General Counsel, in consultation with appropriate Chamber staff as determined by the President shall be responsible for the direction and oversight of the legal affairs of the Chamber under the supervision of the Board of Governors.

(4) The General Counsel shall be under a duty of confidentiality with respect to Chamber affairs.

5.2.5   With the exception of the Chairperson, all other Officers may be appointed to serve as the Chairperson of one or more Chamber committees or forums.

5.3   Removal for Cause.

An Officer may be removed from office for cause by the Board of Governors by a vote of at least three-quarters (3/4) of the governors then holding office and entitled to vote.

ARTICLE 6. BOARD OF GOVERNORS

6.1   Members and Vacancies.

6.1.1 The Board of Governors shall consist of fourteen (14) voting individuals, including the Chairperson and three Vice-Chairpersons. The Board of Governors shall also consist of the following individuals as non-voting ex officio members: the Treasurer, the General Counsel, the President, the most recent former Chairperson of the Board of Governors, and the Chairperson of the Executive Committee of any Chapter (“Chapter Chairperson”) duly appointed or approved by the Chairperson of the Board of Governors, unless such Chapter Chairperson has been elected to the Board of Governors in his or her own right.

6.1.2   If the Chairperson position should become vacant, the vacancy for the remainder of the term shall be filled by the Vice-Chairperson who received the highest number of votes at the last election among the Vice-Chairpersons who are U.S. citizens.  If all three Vice-Chairpersons are non-U.S. citizens, then the remainder of the Chairperson's term shall be filled by a member of the Board of Governors who is a U.S. citizen and is elected at a Board of Governors meeting, provided that five (5) days written notice of such meeting is given to each member of the Board of Governors or, at the discretion of the Board of Governors, the vacancy may be filled at the Annual General Meeting or an Extraordinary General Meeting.

6.1.3   If any other elected Officer position becomes vacant, then the remainder of the Officer’s term shall be filled by a member of the Board of Governors who is elected at a Board of Governors meeting, provided that five (5) days written notice of such meeting is given to each member of the Board of Governors or, at the discretion of the Board of Governors, the vacancy may be filled at the Annual General Meeting or an Extraordinary Meeting.

6.1.4   If a non-Officer position on the Board of Governors becomes vacant during the year, it shall be offered to the person who received the next highest number of votes in the preceding year's election but was not elected to serve on the Board of Governors.

6.2   Duty of the Board of Governors.

6.2.1   The duty of the Board of Governors is to oversee and make policy decisions with respect to the activities of the Chamber, and to make decisions on matters affecting the Chamber.

6.2.2   The Board of Governors may not act contrary to the instructions and policies of the Chamber's membership as expressed during either an Annual General Meeting or an Extraordinary General Meeting.

6.3   Meetings of the Board of Governors.

6.3.1   The Board of Governors of the Chamber shall meet not less than six times per year to discuss ongoing matters of concern to the Chamber.

6.3.2   Members of the Chamber are welcome to attend meetings of the Board of Governors and may, at the discretion of the Board of Governors, participate in discussion.

6.3.3   Persons who are not members may be invited by the Board of Governors to attend any meeting of the Board of Governors.

6.3.4   Only members of the Board of Governors who are not ex-officio members shall vote at meetings of the Board of Governors.

6.3.5   Minutes shall be recorded for all meetings of the Board of Governors.  Not later than the next meeting of the Board of Governors, the Minutes recorded at said meeting shall be reviewed for accuracy, corrected as necessary and approved by the Board of Governors.

6.3.6   Following such approval, the Minutes shall be placed on file in the Chamber's office for review by all members and may be summarized in one of the Chamber's regular electronic or print publications.

6.3.7   Said Minutes shall be kept confidential by the Board of Governors and by all members and shall not be disclosed to any person not a member of the chamber without the express consent of the Board of Governors.

6.4   Quorum.

The quorum for a meeting of the Board of Governors shall be a simple majority (excluding ex-officio members).  In the event of there being no quorum present at a meeting of the Board of Governors, the meeting shall be adjourned to the following week at a place, date and time to be appointed by the Chairperson, and should the number then present be insufficient to form a quorum, those present shall be considered a quorum.  Board decisions may be reached by means of balloting by facsimile, mail or other electronic means (i.e. email).

6.5   Indemnity.

The members of the Board of Governors shall be entitled to be indemnified from the funds and assets of the Chamber against any and all liabilities and obligations which they, or any of them, may incur in good faith in the performance or purported performance of their duties, other than any liability which may attach to them by law in respect of any negligence, default, breach of duty or breach of trust.

6.6   Removal for Cause.

A member of the Board of Governors may be removed from office for cause by the Board of Governors by a vote of at least three-quarters (3/4) of the members of the Board of Governors then holding office and entitled to vote.

6.7   President and Chamber Employees.

(1) The Board of Governors shall employ a President who shall be selected and appointed by the Board of Governors and whose duties and remuneration shall be determined by the Board of Governors.

(2) The President shall be responsible for the day to day operations of the Chamber under the direction of the Chairperson.

(3) The President may ex-officio (and without a vote) attend meetings of the Chamber, the Board of Governors and committees and forums of the Chamber, and shall keep minutes of meetings of the Chamber and Board of Governors.

(4) The President, with the approval of the Board of Governors, may employ such other persons as are necessary for the proper conduct of the business of the Chamber.

(5) The President shall, among other matters, supervise and direct all employees of the Chamber.

ARTICLE 7. ELECTION COMMITTEE

7.1   Appointment of Members.

7.1.1   The Chairperson of the Chamber shall appoint an Election Committee of not fewer than five (5) members of the Chamber who are entitled to vote.  The Chairperson of the Chamber shall make an attempt to appoint an Election Committee that represents a cross-section of Chamber membership. The Election Committee shall serve only after confirmation by the Board. The Chairperson of the Chamber shall designate one member of the Election Committee to be the Election Committee Chairperson.  When a position on the Election Committee becomes vacant, the person then acting as the Election Committee Chairperson shall designate an alternate member.

7.1.2   Any person who accepts a position on the Election Committee shall thereafter be precluded from running for any position on the Board of Governors in the upcoming election.  Current Officers or members of the Board of Governors may not serve on the Election Committee.

7.2   Quorum.

7.2.1   A quorum shall consist of not fewer than three (3) Election Committee members.

7.2.2   Each member of the Election Committee shall have one (1) vote.

7.3   Duties.

7.3.1   The Election Committee shall supervise and review the election process and, if necessary, propose amendments to the By-Laws to the Board of Governors related to the election process for its approval.  Amendments shall be submitted  no later than two months and one Board meeting before the first call for nominations in order to leave sufficient time for the amendments to be approved or revised.

7.3.2   The Election Committee shall also carry out the election in accordance with the By-Laws and shall have the power to disqualify a candidate who does not meet the eligibility criteria.

ARTICLE 8. DISSOLUTION

8.1   Means of Dissolution.

8.1.1   The Chamber may be dissolved by the affirmative vote of not less than three-fifths of the members of the Chamber entitled to vote in person or by proxy, by facsimile or mail, or by any other means as provided by a resolution of the Board of Governors.

8.2   Liquidation Committee.

8.2.1   Upon an affirmative vote to dissolve, the Board of Governors shall form a liquidation committee which shall use reasonable efforts to collect all monies owing to the Chamber and fully discharge all debts and liabilities legally incurred on behalf of the Chamber, and the remaining funds will be devoted to such local charitable organization(s) as determined by the Board of Governors.

8.2.2   The Board of Governors shall then pass a resolution dissolving the Chamber and within seven (7) days provide a copy of such resolution to the members, and shall comply with any other requirements of Chinese law. 

ARTICLE 9. AMENDMENT OF THE CONSTITUTION

9.1   The Constitution may only be revised, amended or repealed by those members of the Chamber entitled to vote at a duly called Annual General Meeting or Extraordinary General Meeting of the Chamber.

9.2   Upon the request in writing of ten percent (10%) of those eligible to vote at an Annual General Meeting, or at the initiative of the Board of Governors, a proposed amendment, revision or repeal of any or all of the Constitution may be submitted to the members for a determination on a ballot at either an Annual General Meeting or at an Extraordinary General Meeting, provided that such proposals are submitted to the Chairperson of the Election Committee no less than 60 days prior to the Annual General Meeting for inclusion on the ballot or submitted to the Chairperson of the Board of Governors with a request to call an Extraordinary General Meeting.

9.3   At a duly called Annual General Meeting or Extraordinary General Meeting, a proposal to revise, amend or repeal the Constitution shall be deemed adopted if there is a Quorum as established in Section 4.4 above and more than 50% of the votes cast adopt the proposal.

ARTICLE 10. BY-LAWS

10.1   The By-Laws of the Chamber may be revised, amended or repealed either: 1) by a two-thirds vote of the Board of Governors present (in person or by proxy) at a duly called meeting of the Board, or 2) at a duly called Annual General Meeting or Extraordinary General Meeting, if there is a quorum as established in Section 4.4 above and more than 50% of the votes cast adopt the proposal as long as such actions do not conflict with the Constitution of the Chamber.  All members of the Chamber entitled to vote will be notified of any changes to the By-Laws.

10.2   Upon the request in writing of ten percent (10%) of those eligible to vote at an Annual General Meeting, or at the initiative of the Board of Governors, a proposed amendment, revision or repeal of any or all of the By-Laws may be submitted to the members for a determination on a ballot at either an Annual General Meeting or at an Extraordinary General Meeting, provided that such proposals are submitted to the Chairperson of the Election Committee no less than 60 days prior to the Annual General Meeting for inclusion on the ballot or submitted to the Chairperson of the Board of Governors with a request to call an Extraordinary General Meeting.

 

BY-LAWS OF THE AMERICAN CHAMBER OF COMMERCE IN THE PEOPLE’S REPUBLIC OF CHINA
 
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PREAMBLE

These By-Laws of The American Chamber of Commerce in the People's Republic of China (“Chamber”) are adopted as of September 12, 2000, pursuant to an Extraordinary General Meeting of the Chamber held on such date, amending and restating the prior By-Laws, and as further amended by the Board (“Board”) at a duly convened meeting on December 15, 2008.

ARTICLE 1.  DUES

1.1 Membership dues shall be established from time to time by the Board.

1.2 Any member whose dues are more than 30 days overdue shall, after written notice, cease to be a member of the Chamber. 

ARTICLE 2.  COMMITTEES

2.1 The Chairperson may appoint and the Board shall confirm any committees or forums, and delegate duties or powers as needed. 

ARTICLE 3.  APPOINTMENT POWERS

3.1 The Board may appoint any person(s) as needed to assist in achieving the objectives of the Chamber.
 
3.2 If a vacant non-Officer position on the Board cannot be filled in accordance with the terms of Article 6.1.3 of the Constitution, the vacancy for the remainder of such term shall be filled by a duly qualified member who has served during such term as the chairperson or vice chairperson of a committee or forum and who is elected by a plurality of those present at a Board meeting. 

ARTICLE 4.  NON-INTERFERENCE

4.1 The Chamber shall not attempt to restrict or in any other manner interfere with any lawful activity undertaken by any member of the Chamber in China; provided however, that member activities shall not be in the name of the Chamber or its membership without the approval of the Board. 

ARTICLE 5.  AUTHORIZED ACTIVITIES

5.1 The Chamber shall not engage in any political activity or allow its funds and/or premises to be used for political purposes.
 
5.2 The Board may decide that the Chamber shall be, or cease to be, a member of the Chamber of Commerce of the United States.

5.3 The mailing list of the Chamber, including, but not limited to, the list of the Chamber members’ personal email addresses, shall not be sold or otherwise transferred without the approval of the Board. Notwithstanding the foregoing, the mailing list(s) may be used without limitation by the Chamber for official Chamber business.

ARTICLE 6.  ACCOUNTS AND ACCOUNTING

6.1  The Chamber may establish Renminbi and United States dollar bank and investment accounts with any internationally recognized financial institution registered to operate in China.
 
6.2  The President, Chairperson, and at least one member of the senior staff of the Chamber as designated by the President (“Designated Signatories”), each shall have i) an unlimited signing authorization for budgeted expenditures, and ii)  authority to spend for unbudgeted expenditures up to RMB 25,000 for any one line item, with an annual cumulative maximum of RMB 100,000 for non-budgeted expenditures (“Maximum Authorized Limit).
 
6.3  With regard to non-budgeted expenditures exceeding the Maximum Authorized Limit, the signatures of two of the Designated Signatories and two Vice Chairs shall be required.  Non-budgeted expenditures related to capital expenditures shall first be approved by the Chamber’s Board.

6.4  The President and/or the Treasurer shall present the financial results of the Chamber to the Board at least once every 3 months.  All significant variances and unexpected events shall be explained in the report to the Board.
 
6.5  The accounts of the Chamber shall be maintained by the Chamber’s finance department and may, at least once in every calendar year, be examined and certified by independent auditors designated by the Board, should the Board, in its sole discretion, deem necessary.

ARTICLE 7.  CALENDAR YEAR 

7.1 The Chamber shall adopt the calendar year as its fiscal year, which shall begin on January 1 and end on December 31 of the same year.

ARTICLE 8.  EXPULSION

8.1 The Board may (by two-thirds vote), expel a member whose continued membership is considered, in the sole discretion of the Board, to be detrimental to the Chamber. 

ARTICLE 9.  NOMINATIONS FOR ELECTION 

9.1 Nominations for positions on the Board and for positions as Officers may be proposed by any member of the Chamber who is entitled to vote.  Such nominations must be submitted to the Election Committee no later than 45 days prior to the date of the Annual General Meeting.

ARTICLE 10.  ELECTION COMMITTEE 

10.1 The Election Committee shall establish a timetable of events and deadlines leading up to the election, and shall publish this schedule with the first call for nominations.  The Election Committee shall screen candidates to ensure that they meet the required qualifications.
 
10.2 The first call for nominations shall be sent, by e-mail or other means as determined by the Election Committee, to each member of the Chamber who is entitled to vote, no later than 75 days prior to the Annual General Meeting each year.  The notice shall include an internet link for each member to locate:
 
 (1) a candidate nomination form;
 
 (2) a description of the duties of the Officers and members of the Board; and
 
 (3) a timetable for the election.
 
10.3 The deadline for nominations shall be at the close of business no later than 45 days prior to the Annual General Meeting.

10.4 As soon as possible after the deadline for nominations, the Election Committee shall publish electronically and/or otherwise as determined by the Election Committee and provide each member of the Chamber who is entitled to vote an internet link to an election packet that shall include:
 
 (1) a ballot;
 
 (2) information on each candidate, including the current year attendance record at Board meetings of candidates seeking re-election to the Board; and
 
 (3) clear guidelines relating to the voting process.
 
10.5 The Election Committee shall work with the Chamber President or Vice President designated by the President to prepare an electronic voting system, and such person shall be permitted to oversee the process, reporting to the Election Committee.  The Election Committee will work with the Chamber staff to facilitate communication by the candidates with the Chamber voting members.
 
10.6 A candidate for an Officer position who receives more votes than any other individual running for that position will be declared the winner.
 
10.7 Candidates for other positions on the Board who are among the top ten vote recipients, after eliminating those who are also elected to Officer positions, will be seated on the Board.
 
10.8 Ties for any position will be decided by a toss of the coin by the Chairperson of the Election Committee, in the presence of at least two other Election Committee members.
 
10.9 The Election Committee shall work to ensure that the following prohibited activities do not take place in connection with the election:
 
 (1) electioneering on or near the premises of the Annual General Meeting during or immediately preceding such Annual General Meeting;
 
 (2) gift giving (of any nature) by or in the name of any candidate; and
 
 (3) the use of Chamber logo(s) in connection with any candidate's election publicity.
 
10.10 The Election Committee shall announce the election results at the close of the Annual General Meeting, and Chamber shall publish the results on the Chamber website after the election, but shall not be required to publish the vote tally
 
10.11 The Election Committee Chairperson shall present a comprehensive election report to the Board, including a vote tally, within thirty (30) days of the election. The vote tally shall be maintained for at least 12 months after the Election Committee Chairperson presents the election report. 

ARTICLE 11.  DUTIES OF THE VICE-CHAIRPERSONS

11.1 The Vice-Chairpersons shall have the duties specified these By-Laws, and such other general duties as may be determined from time to time by the Chairperson as the Chairperson sees fit in consultation with each Vice-Chairperson. 
 
11.2  A Chairperson or Vice-Chairperson shall have the right to call himself or herself "Chairman", "Chairwoman", "Vice-Chairman", or "Vice-Chairwoman", as    appropriate.   

ARTICLE 12.  PRESIDENT

12.1  The President shall be a citizen of the United States.