Notes: Please purchase your membership before using these forms.
This Constitution of the American Chamber of Commerce in the People’s Republic of China (“China”) (the “Constitution”) 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 2023, 2005, 2008, 2012, 2018, and 2023.
1.1 Name. This organization shall be known as The American Chamber of Commerce in China (the “Chamber”).
2.1 Objectives. The objectives of the Chamber are to:
3.1 General. The categories of memberships, the eligibility requirements, membership fees, duration, and other matters related thereto shall be determined by the Board of Governors in accordance with this Constitution and the By-Laws.
3.2 Types of Members. Memberships may be made available to individuals (“individual members”) and commercial entities (“corporate members”).
3.2.1 Voting Memberships. Voting memberships shall only be available to natural persons who are citizens of the United States (“voting individual members”) and commercial entities in China that are controlled by U.S. legal persons (“voting corporate members”). Voting individual members and voting corporate members (and, where required by context, their corporate member representatives as per Section 3.2.3) shall, collectively, be referred to as “voting members.”
3.2.2 Non-Voting Memberships. The Chamber may offer non-voting memberships that may include access to Chamber events and other activities as determined by the President or the Board of Governors.
3.2.3 Corporate Member Representatives. Each corporate member shall designate an individual as a “corporate member representative” to serve as the corporate member’s official representative within the Chamber and exercise any applicable rights of the corporate member, including rights to vote on matters of the Chamber and rights to run for elected offices of the Chamber.
3.2.4 Classification of Membership. The acceptability of any applicant for membership or for termination or change in classification of membership in the Chamber shall be determined by the President, subject, in the case of any dispute, to ratification by a simple majority vote (over 50%), or in case of termination, a super-majority vote (over 75%), of the Board of Governors or a Board-authorized committee.
3.2.5 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.
3.3 Membership Assessment Date. The President shall report to the Board of Governors the number of members in each category of membership and affiliated with each chapter as of June 1 of each year (the “Membership Assessment Date”) by no later than the subsequent meeting of the Board of Governors. The membership figures as of the Membership Assessment Date shall inform any determinations under this Constitution and the By-Laws that are based on such figures.
4.1 Attendance. Voting members of the Chamber are entitled to attend Annual General Meetings and Extraordinary General Meetings of the Chamber, subject to admission costs intended to cover reasonable event-specific expenses. Persons who are not voting members may be invited to attend only upon the approval of the Board of Governors or Officers of the Chamber.
4.2 Annual General Meeting.
4.2.1 Time and Place. An annual general meeting will be held between November 1 and December 10 of each year (each, an “Annual General Meeting”). The Chair shall decide upon the specific date, time, and place of such meeting.
4.2.2 Agenda. The business of an Annual General Meeting shall be to: receive and consider the annual report of the Board of Governors; attend as required to the election of members of the Board of Governors and the Executive Committees of the chapters; and such other business which may properly come before the meeting.
4.3 Extraordinary General Meeting.
4.3.1 Convening. Extraordinary General Meetings of the Chamber may be called by either the Chair, three (3) Officers other than the Chair, a simple majority of the Board of Governors, or the petition of at least twenty percent (20%) of the voting members (each, an “Extraordinary General Meeting”).
4.3.2 Agenda. The agenda of an Extraordinary General Meeting shall be proposed by the person(s) calling such meeting pursuant to Section 4.3.1 above.
4.4 Notice of Meetings of the Chamber.
4.4.1 Timing of Notice. Written notice shall be given to all members two (2) weeks prior to the date of an Annual General Meeting, and at least one (1) week prior to an Extraordinary General Meeting. Notice will be deemed effective upon the date it is sent to the designated electronic or mailing address.
4.4.2 Notified Agenda. Notice of any meeting of the Chamber under this Article shall contain the items on the agenda of that meeting. At such meetings, although additional business may be discussed, no business except that designated on the notice shall be voted upon unless otherwise agreed upon by two-thirds (2/3) of the Board of Governors or two-thirds (2/3) of the members present and voting.
4.5 Presiding Officer. The Chair shall preside over all Annual General Meetings and Extraordinary General Meetings of the Chamber. In the event that the Chair is unable to preside, the Vice-Chair among those present who received the highest level of support at the last election of the Vice-Chairs prior to January 1 in accordance with Section 5.9.3 shall preside—with a coin toss to decide in case of a tie.
4.6 Quorum.
4.6.1 General. A quorum for elections and other matters voted on at either Annual General Meetings or Extraordinary General Meetings shall be constituted if at least twenty percent (20%) of all voting members are present in person or by proxy or have previously submitted a completed ballot or an affirmative abstention, either in person or virtually, in accordance with procedures established by the Election Committee.
4.6.2 Adjournment. 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 designated by the presiding officer.
4.7 Voting. Unless otherwise specified, business to be voted upon under the Constitution and By-Laws requires a simple majority of those represented (in person, by proxy, or by submitted in-person or virtual ballot) and entitled to vote.
4.8 Proxies. Votes at an Annual General Meeting or an Extraordinary General Meeting may be cast either personally or by written proxy. All voting members may serve as proxy holders, and a voting corporate member representative may also appoint another employee of the same corporate member as a proxy. Written proxies shall be in such form as the Board of Governors or Election Committee may from time to time approve. The written proxy shall be received by the President or 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 or, if the proxy is for virtual voting, shall be received by the President or designated staff in accordance with the procedures of such virtual voting.
4.9 Minutes. 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 voting 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.
5.1 Duties. There shall be a National Board of Governors of the Chamber (the “Board of Governors” or “Board”). The duty of the Board of Governors shall be to oversee the affairs of the Chamber and its policies and strategies; oversee the operations and activities of the Chamber and its various chapters; serve as the highest governing body of the Chamber; oversee, in consultation with the President and Chair, the selection of senior management personnel, the Treasurer, and the General Counsel; and oversee compliance with applicable laws and regulations. All elected roles of the Chamber must be fulfilled by volunteers without monetary remuneration, although certain expenses reasonably incurred for the benefit of the Chamber may be reimbursed where allowed by the Board of Governors, the Chair, or the President.
5.2 Structure and Composition.
5.2.1 Composition of the Board of Governors. The Board of Governors shall consist of (i) fourteen (14) nationally elected governors, including the Chair and two (2) or three (3) Vice-Chairs, (ii) the President, (iii) the Treasurer, (iv) the General Counsel, (v) the Chair Emeritus, and (vi) each Chapter Chair.
5.2.2 Voting Governors. All nationally elected governors and any Chapter Chair of a Governing Chapter (as defined in the By-Laws) shall be voting governors with equally distributed voting rights. Nationally elected voting governors shall serve for a term of two (2) years, and their terms will be staggered, with half of the elected governors standing for election each year.
5.2.3 Term Calendar. Unless otherwise specified, the terms of all governors of the Board of Governors, and all Officers of the Chamber, with the exception of the Treasurer and the General Counsel, shall begin on January 1 of each year.
5.2.4 Term Limit. An individual may not be nationally elected to serve on the Board of Governors if such election would result in such individual serving as a nationally elected voting governor for all or part of more than four (4) consecutive calendar years.
5.2.5 Non-Voting Governors. All other governors shall serve on the Board of Governors in a non-voting capacity.
5.2.6 Corporate Member Representatives. Governors who are corporate member representatives shall continue serving in spite of any change in their employment status, provided such individuals resolve any resulting deficiency in membership within sixty (60) days.
5.3 Meetings of the Board of Governors.
5.3.1 Minimum Number. The Board of Governors of the Chamber shall meet at a minimum every other month.
5.3.2 Presiding Officer. The Chair shall convene and preside over all meetings of the Board of Governors and shall decide upon the specific date, time, and place of each meeting. The Chair may delegate the authority to preside over such a meeting to another member of the Board of Governors.
5.3.3 Quorum. A quorum for a meeting of the Board of Governors shall be a simple majority of the total number of voting governors being present in person, by proxy, or virtually through video, phone, or other means of live transmission. In the event of there being no quorum present at a meeting of the Board of Governors, the meeting shall be adjourned to a place, date, and time designated by the presiding officer.
5.3.4 Voting. Unless otherwise specified, decisions by the Board of Governors are, by default, made pursuant to a simple majority vote (over 50%).
5.3.5 Proxies. Proxy voting is permitted, provided that the proxy is another member of the Board of Governors.
5.3.6 Observers. Voting 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. Persons who are not voting members may be invited by the Board of Governors or the Chair.
5.3.7 Minutes. 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. Minutes shall be accessible to and kept confidential by the Board of Governors and all voting members and shall not be disclosed to any person who is not a voting member—with the exception of employees of the Chamber as necessary for the ordinary conduct of business—without the express consent of the Board of Governors.
5.4 Vacancies. If a position on the Board of Governors becomes vacant prior to July 1, it shall be offered to the person who received the next highest level of support in the preceding year’s election but was not elected to serve on the Board of Governors. If the vacancy occurs after July 1, the seat shall remain vacant until the next election.
5.5 Board Committees. The Board may create and delegate authority to committees of the Board of Governors.
5.6 Virtual Process. Meetings of the Board of Governors may be held in person or virtually through video, phone, or other means of live transmission. Voting on any matters before the Board of Governors may be conducted during meetings or at any other time, whether in person or virtually through email, video, phone, or other means of electronic transmission.
5.7 Officers.
5.7.1 Officer Positions. The officers of the Chamber shall consist of the following five positions: (i) the Chair, (ii) two (2) or three (3) Vice-Chairs (see Section 5.9), (iii) the President, (iv) the Treasurer, and (v) the General Counsel (the “Officers”).
5.8 The Chair.
5.8.1 Duties. The Chair shall preside at all meetings of the membership and of the Board of Governors, exercise general supervision over the affairs of the Chamber and its chapters, and perform such additional duties as prescribed in this Constitution or as the Board of Governors may determine from time to time.
5.8.2 Appointment Power. Subject to the approval of the Board of Governors, the Chair shall appoint the Treasurer, the General Counsel, the Election Committee, and all other committees and forums of the Chamber, as well as the members and heads of the committees and forums.
5.8.3 External Relations. Except where the Board of Governors otherwise determines, the Chair and, subject to the direction of the Chair, the President shall represent the Chamber in external relations, and the Chair shall determine the participation of other members in the conduct of external relations and the manner in which external relations are conducted.
5.8.4 Eligibility. The Chair must be a citizen of the United States. No Chair may serve in that role for more than two (2) consecutive one (1) year terms.
5.8.5 Election. The newly elected members of the Board of Governors, together with those members of the Board who will continue to be members of the Board during the following year, shall elect the Chair by closed vote prior to January 1 after each election of the Board of Governors using a form of voting as further elaborated in the By-Laws. If no candidate is successfully elected—or if there were no candidates for the position—the Board of Governors may appoint the President, a former Chair, or a voting member to serve in the role through a simple majority vote of the Board of Governors, provided that such individual meets the eligibility requirements for the role. The newly elected or appointed Chair shall assume office as of January 1. If no individual has been elected or appointed to the role of Chair by January 1, notwithstanding Section 5.8.6, the President shall serve as the acting Chair until such date as the position has been filled.
5.8.6 Absence. In the absence of the Chair, and unless otherwise specified, the Vice-Chair who received the highest level of support at the last election of the Vice-Chairs prior to January 1 in accordance with Section 5.9.3 shall exercise the powers and duties of the Chair—with a coin toss to decide in case of a tie.
5.8.7 Emeritus Role. At the conclusion of his or her term(s), the Chair shall serve during the following year as an ex-officio (non-voting) member of the Board (“Chair Emeritus”), unless otherwise already serving as a member of the Board.
5.9 The Vice-Chairs.
5.9.1 Duties. The Vice-Chairs shall undertake duties specified in this Constitution, the By-Laws, or otherwise delegated by the Chair or the Board of Governors.
5.9.2 Eligibility. At least one (1) of the Vice-Chairs must be a citizen of the United States. No Vice-Chair may serve as a Vice-Chair for more than two (2) consecutive one (1) year terms (including a term beginning later than January 1 in accordance with 5.9.4).
5.9.3 Election. The newly elected members of the Board of Governors, together with those members of the Board who will continue to be members of the Board during the following year, shall elect two (2) Vice-Chairs by closed vote prior to January 1 after each election of the Board of Governors using a form of voting method as further elaborated in the By-Laws. The newly elected or appointed Vice-Chairs shall assume office as of January 1.
5.9.4 Additional Vice-Chair. At the discretion of the Chair, a third Vice-Chair may be elected no later than March 1.
5.10 The President.
5.10.1 Duties. The President shall be responsible for the day-to-day operations of the Chamber under the direction of the Chair and shall be responsible for minutes of the meetings of the Chamber and of the Board of Governors.
5.10.2 Employment and Direction of Chamber Employees. 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. The President shall, among other matters, supervise and direct all employees of the Chamber.
5.10.3 Eligibility. The President must be a citizen of the United States.
5.10.4 Appointment and Remuneration. The Board of Governors shall select and employ a President and determine the President’s duties and remuneration.
5.11 The Treasurer.
5.11.1 Duties. The Treasurer, in consultation with appropriate Chamber staff as determined by the President, shall oversee 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. The Treasurer shall consult with the President, who shall prepare an annual Chamber budget, and review such other financial reports prepared by Chamber staff and reviewed by the President when so requested by the Board of Governors.
5.11.2 Eligibility. The Treasurer shall be a certified public accountant currently or previously licensed in the United States.
5.11.3 Appointment. The Treasurer shall be appointed by the Chair and confirmed by the Board of Governors.
5.11.4 Term. The term of the Treasurer shall be two (2) years and may be renewed at the discretion of the Chair with confirmation by the Board of Governors.
5.11.5 Confidentiality. 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 voting member of the Chamber without the consent of the Board of Governors.
5.12 The General Counsel.
5.12.1 Duties. The General Counsel, in consultation with appropriate Chamber staff, shall be responsible for the direction and oversight of the legal affairs of the Chamber under the supervision of the Board of Governors.
5.12.2 Eligibility. The General Counsel shall be an attorney-at-law, qualified to practice in a jurisdiction of the United States.
5.12.3 Appointment. The General Counsel shall be appointed by the Chair and confirmed by the Board of Governors.
5.12.4 Term. The term of the General Counsel shall be two (2) years and may be renewed at the discretion of the Chair with confirmation by the Board of Governors.
5.12.5 Confidentiality. Without limiting any rights of privilege, the General Counsel shall be under a duty of confidentiality with respect to Chamber affairs.
5.13 Removal for Cause.
5.13.1 By Board Vote. A member of the Board of Governors or an Officer may be removed from office for cause by the Board of Governors by a vote of at least a super-majority (75%) of the voting members of the Board of Governors then holding office and entitled to vote. Any voting member of the Board of Governors with a conflict of interest in such matter shall be recused from voting.
5.13.2 By Absence. A member of the Board of Governors or an Officer who misses more than three (3) duly scheduled meetings of the Board of Governors during a calendar year for reasons other than personal or family illness shall be automatically suspended from serving in any role on the Board of Governors or as an Officer, provided that such meetings could be joined virtually by video, phone, or other such means of live transmission. The Board of Governors may lift such a suspension through the vote of a simple majority, but if it fails to do so within thirty (30) calendar days, the member or Officer will be automatically removed from office for cause.
5.14 Indemnity. The members of the Board of Governors and Officers 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 arising out of any gross negligence, willful breach of duty, or willful misconduct.
6.1 General. The Board of Governors shall have the right to establish, maintain, and terminate chapters and offices of the Chamber across China, at such times and in such locations as the Board of Governors determines to be necessary or advisable for achieving the objectives of the Chamber. The operations and activities of each Chapter shall be overseen by the Board of Governors, which may, among other possibilities, appoint or supervise an executive committee (each, an “Executive Committee”) led by a chair (each, a “Chapter Chair”) to manage and govern such Chapter.
7.1 General.
7.1.1 Eligibility. Only voting individual members and corporate member representatives of voting corporate members may, if in good standing, hold elective office on the Board of Governors or the Executive Committee of a chapter.
7.1.2 Corporate Candidates. An employee of a voting corporate member that is not that member’s corporate member representative may run for election to the Board of Governors provided that if elected, such person must become a corporate member representative by the date the individual assumes office.
7.2 Method of Elections.
7.2.1 Timing. Voting in any virtual election process shall last for no fewer than fourteen (14) days and no longer than ninety (90) days, with such process ending on the date of, or no more than fourteen (14) days prior to, the Annual General Meeting.
7.2.2 Communication. The Election Committee shall clearly communicate the procedures for such virtual voting process to all voting members reasonably ahead of each election cycle.
7.3 Voting System and Ballots. Voting for the Board of Governors of the Chamber and the Executive Committee of any chapter shall employ a form of voting further elaborated in the By-Laws. The Election Committee shall design and publish to all voting members procedures and guidelines for the voting system reasonably ahead of each election cycle or Annual General Meeting, as applicable.
7.4 Election Committee.
7.4.1 Duties. An Election Committee shall be established to supervise, review, and implement the election process for the Board of Governors and the Executive Committees of chapters for each election cycle.
7.4.2 Appointment. No later than July 1 of each year, the Chair shall appoint, and the Board of Governors shall confirm, an Election Committee of not fewer than five (5) voting members of the Chamber, with one member designated as the Election Committee Chair.
7.4.3 Vacancies. The Election Committee Chair shall appoint voting members of the Chamber to fill any vacancies during the term of the Election Committee. Voting governors on the Board of Governors shall have five (5) working days to raise an objection to any such appointment to fill a vacancy. If any voting governor raises an objection, the appointment shall be subject to approval by the Board of Governors.
7.4.4 Non-Participation. Members of the Election Committee may not run for elected office in the Chamber.
7.4.5 Diversity. The Election Committee shall represent a cross-section of Chamber membership.
7.4.6 Voting. The Election Committee shall operate by consensus. Where consensus cannot be reached, decisions shall be subject to a simple majority vote of the Election Committee, with each member of the committee, including the Election Committee Chair, having an equal vote.
7.4.7 Proposing Amendments to the By-Laws. The Election Committee may propose amendments to the By-Laws related to the election process to the Board of Governors or the Executive Committees for approval by the Board of Governors. Amendments shall be submitted no later than two (2) months and one (1) Board of Governors meeting before the first call for nominations in order to leave sufficient time for the amendments to be approved or revised.
7.4.8 Disqualification of Candidates. The Election Committee shall have the power to disqualify a candidate who does not meet the eligibility criteria as published and amended by the Election Committee from time to time.
8.1 Initiation of Dissolution Process. The Chamber may begin the process of dissolving the Chamber by the affirmative vote of a simple majority of the Board of Governors, and the affirmative vote of not less than three-fifths (60%) of the voting members of the Chamber.
8.2 Liquidation Committee. 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. The remaining assets (if any) will be used for public welfare or non-profit purposes, or transferred by the registration authority to organization(s) of the same nature and purpose as the Chamber and announced to the public.
8.3 Resolution of Dissolution. 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 by hand, registered postal mail, or electronic email, and shall comply with any other legal requirements.
9.1 General. The Constitution may only be amended by voting members of the Chamber at a duly called Annual General Meeting or Extraordinary General Meeting of the Chamber.
9.2 Proposal. Upon the request in writing of ten percent (10%) of all voting members, or at the initiative of the Board of Governors, a proposed amendment to the Constitution or 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 Chair of the Election Committee no less than sixty (60) days prior to the Annual General Meeting for inclusion on the ballot or submitted to the Chair of the Board of Governors with a request to call an Extraordinary General Meeting.
9.3 Approval. At a duly called Annual General Meeting or Extraordinary General Meeting, a proposal to amend the Constitution or the By-Laws shall be deemed adopted if there is a quorum as established in Section 4.6 and more than fifty percent (50%) of the votes cast vote in favor of the proposal.
10.1 General. The By-Laws of the Chamber may be amended by a two-thirds (2/3) majority vote of the Board of Governors at a duly called meeting of the Board of Governors.
Notes: Please purchase your membership before using these forms.
