CONSTITUTION OF THE AMERICAN CHAMBER OF COMMERCE IN THE PEOPLE’S REPUBLIC OF CHINA
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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, November 13, 2012, September 17 and December 9, 2018.
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 The categories of memberships, the eligibility requirements therefore, membership fees and other matters related thereto shall be determined by the Board of Governors in accordance with the By-Laws; provided, that, voting memberships shall only be available to natural persons who are citizens of the United States (“US Natural Persons”) or any corporation or other legal entity that is controlled by natural persons who are citizens of the United States (“US Corporate Persons).
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
Voting Corporate Members and Individual Members shall each have the power to exercise one vote at any meeting of the Chamber. All other members shall not have voting rights at any meeting of the Chamber.
3.3.2 Exercise of Voting Rights by Corporate Members
Each Voting Corporate Member shall designate as its representative in the Chamber, one Corporate Member Representative. 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. Additional representative of each Corporate Member may be designated as “Additional Members” on the Corporate Membership. No Additional Members shall have voting rights.
3.3.3 Proxies
(1) Each Corporate Member Voting Representative and Voting Individual Member shall have one vote, which may be given either personally or by written proxy.
(2) Voting 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 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 two (2) years. Terms will be staggered, with half of the Board of Governors standing for election each year. To implement the staggered terms, the seven (7) candidates receiving the most votes in the 2018 election will receive terms of two (2) years with the remaining seven (7) candidates standing for reelection the following year. 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 Chairperson and Vice Chairpersons by closed vote prior to January 1 of the following year. Such election shall take effect on January 1.
(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 years.
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, the Vice-Chairperson who received the highest number of votes at the January Board meeting 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 two (2) Vice-Chairpersons;
(3) The Treasurer ex-officio; and
(4) The General Counsel ex-officio.
5.1.2 The Chairperson and one of the Vice-Chairpersons shall be a citizen of the United States. The Chairperson 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, the Vice-Chairperson who received the highest number of votes at the January Board meeting. 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 two (2) consecutive two (2) 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 two (2) consecutive two (2) 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 two (2) 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 January Board 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 prior to July 1, 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. If the vacancy occurs after July 1, the seat shall remain vacant until the next election.
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 shall appoint an Election Committee of not fewer than five (5) members of the Chamber who are entitled to vote. The Board of Governors will provide written guidelines on the recruitment and qualification of candidates to the Election Committee at the time of the appointment of the Election Committee. The Chairperson of the Chamber shall 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 Corporate Member Representative or Individual Member 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. Other than the General Counsel, 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.
