Articles of Association
Chapter One General Provisions
Clause 1 This chamber of commerce is named "湖北省长江国际商会" (Hubei sheng Changjiang guoji shanghui) in the Chinese language and "Yangtze River International Chamber of Commerce of Hubei Province" in the English language. Its English abbreviation is YRIC.
Clause 2 This chamber of commerce is a non-profit economic membership organization voluntarily formed by enterprises within Hubei Province which engage mainly in International business and foreign trade.
Clause 3 Abiding by the Chinese Constitution, the laws and regulations of the People’s Republic of China and Hubei Province and adhering to social ethnics , this chamber of commerce aims to promote exchanges and cooperation between its members and the industry and commerce communities of foreign countries/regions across the world, promote the development of its members’ international businesses, provide services to its members, reflect its members’ opinions and protect the legitimate rights and interests of its members in accordance with laws.
Clause 4 This chamber of commerce is registered with the Department of Civil Affairs of Hubei Province and accepts business supervision, guidance and administration of the Department of Civil Affairs of Hubei Province.
Clause 5 The premise of this chamber of commerce is located in Wuhan City of Hubei Province.
Chapter Two Business Scope
Clause 6 The business scope of this chamber of commerce is as follows:
(1) Abide by the Chinese Constitution, the laws and regulations and state policies of China. Encourage and promote members’ consciousness and of social covenant, establish and improve management constraint mechanism, regulate members’ behavior and become a model of industry self-discipline.
(2) Serve as a link between members and government departments and various social circles, reflect the opinions of members’ comments, suggestions and demands, represent and protect the legitimate rights and interests of its members. Enhance information sharing among members and between members and overseas enterprises.
(3) Provide services for members to carry out international trade, service and investment and for members to conduct advanced technological exchanges and various types of economic and trade cooperation. Provide various information and intelligence of international business activities.
(4) Strengthen communication, exchanges and cooperation with chambers of commerce, economic and trade organizations and other groups from within China and abroad, organize economic and trade investigation trips and explore both domestic and international markets..
(5) Stick to the principles of resources sharing, mutual benefit and information sharing to establish economic entities and promote common development of members’ enterprises.
(6) Cultivate financial management talents and create an environment for the financial reform and development.
(7) Encourage members to participate in public charity undertakings, burden social responsibility, practice public welfare concept and build favorable social image for members’ enterprises.
(8) Undertake tasks and missions entrusted by the government and relevant departments.
Chapter Three Membership
Clause 7 This chamber of commerce executes membership system.
Clause 8 Any applicant to join membership must meet the following criteria:
(1) Advocate this chamber of commerce’s Articles of Association;
(2) Show intention of joining this chamber of commerce;
(3) Relatively large enterprises doing foreign trade businesses;
(4)Upon application, any industrial and commercial enterprises or individuals accepting this chamber of commerce’s Articles of Association can be granted membership after being approved.
Clause 9 Admission procedures
(1) Applicant submits application form;
(2) The chamber of commerce’s Council discusses and decides whether to grant membership;
(3) The Council or the agency authorized by the Council issues the membership card.
Clause 10 Members have following rights:
(1) The right to vote, to be elected and cast a vote;
(2) Take part in the chamber of commerce’s activities;
(3) Privilege to receive the chamber of commerce’s services;
(4) The rights of criticism, suggestion and supervision to the chamber of commerce’s work;
(5) Voluntary membership and freedom of withdrawal;
(6) The right to know the balance of membership dues of the chamber of commerce.
Clause 11 Members should perform the following duties:
(1) Execute the chamber of commerce’s resolution;
(2) Protect the legitimate rights and interests of the chamber of commerce;
(3) Finish the work assigned by the chamber of commerce;
(4) Pay membership dues in accordance with the dues standards approved by the members general assembly;
(5) Report to the chamber of comerce and provide relevant materials;
(6) Participate in social public welfare undertakings actively
Clause 12 Any member withdrawing from membership shall notify the chamber of commerce in writing and return membership card. If a member fails to pay membership dues for one year or does not take part in the chamber of commerce’s activities, this member will be automatically deemed withdrawing from membership and the chamber of commerce will revoke its membership.
Clause 13 If a member enterprise violates industry regulations and ethics, damages consumer interests and industry image or commits unfair competitive acts, punitive measures may be taken with the Council’s approval to criticize, punish or eliminate the enterprise from membership depending on the severity of the case. If the member’s act causes grave consequences, the chamber of commerce will cooperate with state’s related functional departments to investigate the case.
Chapter Four Organization Structure and the Election and Removal of the Leadership
Clause 14 The highest authority of power of this chamber of commerce is the Members’ General Assembly whose main responsibilities are:
(1) Formulate and modify the chamber of commerce’s Articles of Association; set standards of membership dues;
(2) Formulate and modify the chamber of commerce’s election methods; elect and remove council member and supervisor; elect and remove president, executive president, vice president and secretary general;
(3) Deliberate and discuss the council’s work reports and financial statements;
(4) Make resolution to suspend matters;
(5) Make resolution regarding other important issues raised by the council.
Clause 15 Members’ General Assembly shall be convened only with attendance of more than two-thirds of members and its resolution shall come into effect only after being approved with votes of more than half of members present at the General Assembly;
Clause 16 The term of position of the Members’ General Assembly is four years. If special circumstances require the expiration or renewal of term of position of the Members’ General Assembly to be made earlier or postponed, it shall take place with the council’s resolution and approval by the competent organization and registration administration department. The postponement of the expiration or renewal of the term of position of the General Assembly shall not exceed one year.
Clause 17 This chamber of commerce’s Members’ General Assembly is convened every year. Interim General Assembly can be convened if the council deems necessary or one-fifth of members make a proposal.
Clause 18 The Council is the execution organ of the Members General Assembly which carries out daily work while the general assembly is not in session and is responsible to members on behalf of the General Assembly. Council members are elected at the Members’ General Assembly. The number of council members shall not exceed one-third of the total number of members.
Clause 19 The power and authority of the Council are:
(1)Implement and execute the resolutions by the Members’ General Assembly;
(2) Prepare for the convening of the Members’ General Assembly;
(3) Report to the work and financial conditions to the Members’ General Assembly;
(4)Decide to set up functional departments, specialized committees, branches, representative offices, work bureaus and entities;
(5)Decide appointment of honorary president, deputy secretary general and persons-in-charge of functional departments, specialized committees and related agencies;
(6) Lead the chamber of commerce to carry out daily work;
(7) Review internal management system;
(8) Decide admission and removal of members;
(9) Accept the supervision of the Board of Supervisors;
(10) Decide other important matters
Clause 20 The Council meeting shall be convened only if more than two thirds of the Council members can attend. The Council’s resolution shall be effective only with the approval of more than half of council members through voting.
Clause 21 The Council meeting is convened once a year. In particular cases, the Council meeting could be held via communication.
Clause 22 The chamber of commerce shall have one president, several executive presidents, several vice presidents and one secretary-general. The president, executive president, vice president and secretary-general of this chamber of commerce are elected at the Members’ General Assembly after being recommended by the preparatory team for the founding of the chamber of commerce.
Clause 23 The president, executive presidents and the vice presidents of this chamber of commerce are served by outstanding entrepreneurs in the industry. The president, executive presidents, vice presidents and secretary-general must meet the following criteria:
(1) Adhere to the CPC’ guidelines, principles and policies with high political quality; have ability of cooperation and coordination; have enthusiasm for public charity work and good reputation for social credibility;
(2)Be familiar with the industry situation and has recognized rich professional knowledge, strong ability of organization, leadership and coordination in the industry;
(3) Devoted to the work of the chamber of commerce with spirit of dedication;
(4) Be in good state of health and can perform the job’s role constantly;
(5) Have never been inflicted with criminal penalty in the form of deprival of political rights;
(6) Have full capacity for civil conduct.
Clause 24 The President, executive presidents, vice presidents and secretary-general are elected for a term of four years.
Clause 25 The secretary-general is the chamber of commerce’s legal representative. This chamber of commerce’s legal representative shall not concurrently serve as the legal representative of other non-profit membership organizations with legal personality.
Clause 26 The executive presidents or vice-presidents authorized by the president of this chamber of commerce shall exercise the following power and authorities:
(1) Convene and preside over the Council meeting;
(2) Inspect the implementation of the resolutions of the Members’ General Assembly and the Council;
(3) Sign important documents on behalf of the chamber of commerce;
Clause 27 The Secretary General shall exercise the following power and authorities:
(1)Preside over the daily work of the secretariat and organize the implementation of the annual work plan;
(2) Coordinate the work of branches, representative agencies and entities;
(3)Nominate vice secretary general and the persons-in-charge of branches, representative agencies and entities and submit list of nomination to the Council;
(4) Decide hiring of full-time staff of bureaus, representative agencies and entities;
(5) Exercise the power of financial account management and daily administration and report on a regular basis to the Office of President;
(6) Deal with special matter after being entrusted by thePresident;
(7) Participate in the Office of President;
(8) Deal with other daily affairs.
Clause 28 This chamber of commerce has a Board of Supervisors consisting of Chairman of the Board of Supervisors and supervisors. Chairman of the Board of Supervisors is responsible to the Board of Supervisors which has the following power and authorities:
(1) Supervise the business activities and financial management;
(2) Attend the Council Meeting as a non-voting party;
(3) Report work to the Members’ General Assembly. The term of a supervisor is the same as the term of the Council. A supervisor's term is the same as a council’s term.
Chapter Five Principles of Asset Management and Use
Clause 29 This chamber of commerce’s sources of funds are:
(1) Membership dues;
(2) Social donations;
(3) Government grants;
(4) Revenues from service activities within the approved scope of business;
(6) Other legitimate revenues.
Clause 30 Standards of membership dues are set based on members’ business needs and payment ability. The formulation and modification of membership dues standards are decided through secret ballots and will take effect after being passed by more than two-thirds of members. The membership dues standards shall be submitted to the registration administration agency for record keeping within thirty days after the standards are agreed.
Clause 31 This chamber of commerce’s funds must be used for the development of the business within the scope as specified in this Articles of Association and shall not be distributed among members.
Clause 32 This chamber of commerce shall set up a strict financial management system to ensure legitimacy, truthfulness, accuracy and completeness of accounting materials.
Clause 33 The chamber of commerce shall have qualified accounting personnel. The accountant shall not concurrently hold the position of cashier. Accounting personnel must conduct accounting and accounting supervision. Accounting personnel who are relocated or resign shall clear hand-over procedures.
Clause 34 The chamber of commerce’s asset management shall be in accordance with the financial management regulations in China, subject to the supervision of the Members’ General Assembly and the registration administration agency for non-profit membership organizations. The balance of revenues and expenditures shall be open to all the members every year.
Clause 35 The chamber of commerce must accept financial audit by the registration administration agency for non-profit membership organizations before the expiration or renewal of the term of position or changing its legal representative.
Clause 36 No unit and individuals shall misappropriate, distribute and embezzle this chamber of commerce’s assets.
Clause 37 A report system for major important matters shall be established. This chamber of commerce shall report to the registration administration agency 10 days before convening important events including the Members’ General Assembly, the Council Meeting, summit forum and foreign-related conferences. It shall also report to related governmental departments and the registration administration agency 10 days before accepting overseas donations. It shall complete related formalities if required.
Clause 38 The salary, social insurance and benefits for this chamber of commerce’s full-time staff shall be in line with related regulations in China or decided by the Council. Staff recruitment shall have the rights and obligations of the engaging and engaged parties stipulated in a labor contract.
Chapter Six Procedures for Modifying the Articles of Association
Clause 39 Modification of the Articles of Association must be approved by the Council through voting and examination by the Members’ General Assembly.
Clause 40 Modification of the Articles of Association will come into force after submitting to and approval by the registration administration agency within 15 days after being passed by the Members’ General Assembly.
Chapter Seven Dissolution and Disposal of Assets
Clause 41 It the chamber of commerce fulfills its purpose, seeks dissolution or needs to nullify registration for such reasons as separation and merger, the motive of dissolution shall be raised by the Council.
Clause 42 The motive of dissolution shall be voted by the Members’ of General Assembly. Prior to dissolution, liquidation group shall be formed under the guidance of the registration administration agency to clear credits and debts and handle the follow-ups. During liquidation period, no activities except liquidation itself shall be conducted.
Clause 43 Dissolution of the chamber of commerce takes effect when the procedures of nullifying registration with the registration administration agency are completed.
Clause 44 The leftover assets after dissolution shall be used for undertakings related with the chamber of commerce’s purpose, subject to the supervision of the registration administration agency.
Chapter Eight Supplementary Provisions
Clause 45 This Articles of Association is voted and passed by the Members’ General Assembly.
Clause 46 This Articles of Association applies to all the members who have joined this chamber of commerce.
Clause 47 The right of interpreting of this Articles of Association belongs to the Council of this chamber of commerce.
Clause 48 This Articles of Association shall take effect on the date of approval by the registration administration agency for membership organizations.