Constituion of China General Chamber of Commerce

Chapter One
General Principles

Article one
This Chamber is named ‘CGCC’, with English translation as CHINA GENERAL CHAMBER OF COMMERCE (abbreviated to be CGCC).

Article two
China General Chamber of Commerce is a non-for-profit national social organization with the juridical association status, which is voluntarily united by enterprises (corporate groups) in industries of commodity circulation, service and tourism, and local commercial chambers (general chambers), national professional associations, agency groups of other types, and individuals involved in commodity circulation.

Article three
The aims of China General Chamber of Commerce is as following.
l To abide by the constitution, laws & regulations of China;
l To carry out the related state guidelines & policies;
l To respect social moral standard;
l To integrate with domestic & foreign businesses to boom China’s socialist market economy;
l To be actively involved in national economic construction;
l To initiate related commercial activities with focus in commodities circulation for promoting foreign economic communication & cooperation;
l To serve the overall interests of enterprises, to protect the legitimate rights & interests of members, and to pursue industrial self-discipline;
l To undertake industrial coordination and to fully play the role as a Bridge.

Article four
China General Chamber of Commerce is administrated, instructed and supervised by State Economic & Trade Commission and Ministry of Civil Affairs.
Article five
China General Chamber of Commerce is located in Beijing China.


Chapter Two
Business Scope

Article six
The business scope of China General Chamber of Commerce covers the following aspects.
I. To involve commodities circulation organizations, enterprises and individuals in all sectors and regions to form the industrial power as a group advantage;
II. To instruct commodities distributors on carrying out state guidelines & policies on commodities circulation, to protect legitimate rights & interests of commercial enterprises, to pursue industrial self-discipline; to advocate commercial moral standards and to safeguard the legitimate rights & interests of consumers;
III. To organize surveys & researches for reflecting the government with situations & problems of commodities circulation industry, submitting advices on policies; to assist the government on drafting guidelines & policies for commodities circulation industry; to actively accomplish the commission from government;
IV. To assist related agencies in preliminary studies on essential projects of investment, renovation and development within the industry, and to participate in project responsibility supervision; to recommend high-tech & new products and famous brands of the industry; to organize appraisal, spread and application of industrial technological achievements;
V. To participate in the drafting & amendment of various industrial standards including technical standards, economic standards and management standards; to organize the promotion of the execution of standards and to inspect & appraise such practices; to assist concerned agencies in supervising the verification of products & enterprises that failed to meet quality standards, and to suggest the government of necessary measures to be taken on such failures;
VI. To protect the legitimate rights & interests of members, and to negotiate with governments, as the representative for members, in reflecting reasonable advice, demands and suggestions;
VII. To acquaint enterprises with trends in respects of market, industrial policies, operation tactics, info services and technologies, to guide enterprises setting up operational strategies and targets according to market demands;
VIII. To assist enterprises in exploring new operational areas and circulation channels; to host all kinds of exhibitions & expos; to assist enterprises in introducing foreign advanced technologies, management skills and capitals; to promote the modernization of domestic circulation enterprises in practicing western enterprise system;
IX. To realize the coordination among members, agencies and regions;
X. To provide members with services regarding consultancy, training and market surveys & investigations;
XI. To carry out foreign exchange & cooperation in helping members to locate partners; to be a Bridge for members to introduce merchants & funds; to push enterprises taking part in international circulation;
XII. To work with national professional committees and associations; to instruct the operation of regional chambers, federations and branches of CGCC;
XIII. To set up non-for-profit entities.


Chapter Three
Members

Article seven
China General Chamber of Commerce has group members and individual members. All founded-by-law social organizations & enterprises and individual that meet the membership conditions of CGCC and accept the Constitution of CGCC are entitled to a voluntary application of membership.

Article eight
The applicant for membership of CGCC must be equipped with the following conditions.
I. To support the Constitution of CGCC;
II. To have the will to join CGCC;
III. To be influential in the business scope of CGCC;
IV. To pay the membership fee in time.

Article nine
The formalities for joining CGCC is as following.
I. To submit the letter of application;
II. To be discussed & passed by the President office;
III. Membership certificates to be issued by the Department of Members that is authorized by Executive Council.

Article ten
Members have the following rights.
I. The right to elect, to be elected and to vote;
II. The right to participate in activities of CGCC;
III. The right of priority to acquire services of CGCC;
IV. The right to supervise, criticize and advise on the work of CGCC;
V. The right to demand CGCC to protect its legitimate rights & interests;
VI. Voluntary enrollment and free withdrawal.

Article eleven
Members must fulfill the following obligations.
I. To execute the resolution of CGCC;
II. To safeguard the legitimate rights & interests of CGCC
III. To be actively involved in activities of CGCC and to accomplish the missions by CGCC
IV. To reflect problems to CGCC, with all related materials;
V. To pay membership fee in time.

Article twelve
The member’s failure to pay membership fee or to attend activities of CGCC for two straight years will be deemed as automatic withdrawal and the membership certificate will be taken back.

Article thirteen
The member’s action that seriously breaks the Constitution will result in removal of membership by the vote of resolution of Council or Executive Council.


Chapter Four
Organization Structure,
Formation & Removal of Superior Directors

Article fourteen
The highest authority of China General Chamber of Commerce is the Member’s Congress (or Member’s Representative Congress).
The authority of Member’s Congress (or Member’s Representative Congress) covers the following respects.
I. To set down and amend the Constitution;
II. To elect and remove council members;
III. To appraise the working report & financial report of Council;
IV. To form the Council by election;
V. To make resolutions on issues of termination;
VI. To decide other important issues.


Article fifteen
The Member’s Congress (or Member’s Representative Congress) of CGCC can be convened only with the presence of two third members (or member’s representatives). The resolution of the Congress can take effect only with the affirmative vote from over half of the present members (or member’s representatives).

Article sixteen
The Member’s Congress (or Members’ Representative Congress) will be convened every five years, with term of five years. If a delayed or premature ending of term is necessary due to special situations, it is subject to the voting-through by the Council and to be appraised by State Economic & Trade Commission and also to be approved & sanctioned by Ministry of Civil Affairs. However the delayed ending of term shall not exceed one year.

Article seventeen
The Council is the execution mechanism of Member’s Congress (or Member’s Representative Congress). The Council is responsible to the Member’s Congress (or Member’s Representative Congress), which will be in charge of routine work of CGCC during the adjournment of Member’s Congress (or Member’s Representative Congress).

Article eighteen
The authority of the Council is as following.
I. To execute the resolution of Member’s Congress (or Member’s Representative Congress);
II. To elect and remove the President, Vice President and Secretary General;
III. To prepare for the assembly of Member’s Congress (or Member’s Representative Congress);
IV. To submit working report & financial report to Member’s Congress (or Member’s Representative Congress)
V. To decide the enrollment & removal of members;
VI. To decide the setup of offices, branches, representative bodies and entities;
VII. To appoint Vice Secretary General and superior directors;
VIII. To instruct the work of departments & subsidiaries of CGCC
IX. To decide other import issues.

Article nineteen
The meeting of Council can be convened only with the presence of two third Council members, the resolution of which can take effect only with the affirmative vote for over two third of the present Council members.

Article twenty
The meeting of Council will be convened once a year. In case of special situation, the meeting can be convened by means of telecommunication. On event a delayed session is necessary, the member of Council shall be notified beforehand with the specific situation.

Article twenty-one
CGCC has an Executive Council that is formed by the election of the Council. During the adjournment of Council, the Executive Council will perform the functions listed as item 1, 3 and 5-10 in Article 10. The Executive Council is responsible to the Council. The number of Executive Council member shall not exceed one third of that of the Council.

Article twenty-two
The meeting of the Executive Council can be convened only with the presence of two third of the members of Executive Council. The resolution of Executive Council can take effect only with the affirmative vote of two third of the present members of Executive members.

Article twenty-third
The meeting of Executive Council will be convened biannually. In case of special situation, the meeting can be convened by means of telecommunication. If the meeting need be delayed, the Council shall be notified beforehand, with proper situation.

Article twenty-four
The President, Vice President and Secretary General of CGCC must be equipped with the following capacities.
I. To stick to the course, guideline and policy of the Party, with a high political quality;
II. To possess great influence in the business scope of CGCC;
III. The highest age on time of tenure for the President, Vice President and Secretary General shall not exceed 65 years old. The position of Secretary General is a full time job;
IV. To be healthy enough to perform work properly;
V. Never be imposed of criminal punishment of deprivation of political rights;
VI. To be equipped with full capacity of civil deposition.

Article twenty-five
In case the age of the President, Vice President and Secretary General exceeds the highest limitation for tenure, the position can be taken only by the vote-through of Council, which is also to be subject to the sanction of State Economic & Trade Commission and the approval of Ministry of Civil Affairs.

Article twenty-six
The term of tenure for the President, Vice President and Secretary General of CGCC is five years, with no more than one continuous reappointment. In case of special event, when a prolonged tenure is necessary, the position can be taken only by a two-third affirmative vote of the present members (or member’s representatives) in Member’s Congress (or Member’s Representative Congress), which is also subject to the sanction of State Economic & Trade Commission and the approval of the Ministry of Civil Affairs.

Article twenty-seven
The President (or Executive Vice President) is the corporate representative of CGCC. The incumbent corporate representative of CGCC is undertaken by the Executive Vice President, which is sanctioned by State Economic & Trade Commission and approved by Ministry of Civil Affairs. The corporate representative does not hold the same post in other organizations concurrently.

Article twenty-eight
The President (or Executive Vice President) of CGCC has the following authorities.
I. To convene and preside over the meeting of Council (or Executive Council);
II. To supervise the execution of resolutions from the Member’s Congress (or Member’s Representative Congress) and the Council (or Executive Council);
III. To sign related important documents for CGCC;
IV. To decide important issues in the daily work of CGCC.

Article twenty-nine
The Secretary General of CGCC has the following authorities.
I. To take charge of daily work of departments & subsidiaries, and to organize the execution of annual working plan;
II. To coordinate the work of branches, representative offices and entities;
III. To nominate Vice Secretary General, and Director Generals of departments, branches, representative offices and entities, for the option of the Council or Executive Council;
IV. To decide the appointment of full-time employees in departments, representative offices and entities;
V. To handle other daily work.


Chapter Five
Management, Operation Principle of Assets

Article thirty
The source of fund for CGCC comes by the following channels.
I. Membership fees;
II. Donations;
III. Government sponsorship;
IV. The income from activities or services within sanctioned business scope;
V. Interests;
VI. Other legitimate income.

Article thirty-one
CGCC collects membership fees according to the related state regulation.

Article thirty-two
The fund of CGCC must be applied to the Constitution-stipulated business scope and institutional development. The distribution of fund among members is forbidden.

Article thirty-three
CGCC has set up strict financial management system to guarantee the legitimacy, trueness, accuracy and integrity of the accounting materials.

Article thirty-four
CGCC has employed accounting personnel with professional qualification. The accountant must not take plural office as cashier. The accounting personnel must pursue book keeping and accounting supervision. On the occasion of job transfer or demission, the accounting personnel must clear the handing-over procedure with successors.

Article thirty-five
The asset management of CGCC must conform to the state-stipulated financial management regulation, be subject to the supervision of Member’s Congress (or Member’s Representative Congress) and financial agencies. In case the asset comes from state-allocation or social donation & sponsorship, it must accept the supervision of auditing agencies and related information must be released to society by proper means.

Article thirty-six
Before the change of tenure or corporate representative, financial audit from Ministry of Civil Affairs and State Economic & Trade Commission must be pursued.

Article thirty-seven
No units or individuals can misappropriate, privately share or impropriate the asset of CGCC.

Article thirty-eight
The salary, insurance and welfare of full-time employees in CGCC shall be performed according to the related state regulations on institutions.


Chapter Six
Amendment Procedure of Constitution

Article thirty-nine
The amendment of the Constitution of CGCC must be subject to the vote-through of the Council and the deliberation of the Member’s Congress (or Member’s Representative Congress).

Article forty
The amended Constitution shall take effect, within fifteen days from the date of voting-through by the Member’s Congress (or Member’s Representative Congress), only by the submission to the sanction of State Economic & Trade Commission and the approval of Ministry of Civil Affairs.



Chapter Seven
Termination Procedure and Asset Disposal after Termination

Article forty-one
When the Chamber need to be cancelled due to the completion of aims, self-disbandment, separation or merger, the Council or Executive Council shall raise a proposal of termination.

Article forty-two
The proposal of termination shall be subject to the voting-through by the Member’s Congress (or Member’s Representative Congress), which is to be sanctioned and approved by the State Economic & Trade Commission.

Article forty-three
By the termination of this Chamber, a clearance organization shall be established under the instruction of State Economic & Trade Commission and related agencies, to settle credits and liabilities, and to handle after-events; no any other activities except clearance will be carried out.

Article forty-four
After the registration cancellation procedure is handled by the Ministry of Civil Affairs, the Chamber is terminated.
Article forty-five
The residual asset after the termination of the Chamber will, according the related state regulation and by the supervision of State Economic & Trade Commission and Ministry of Civil Affairs, be applied to causes concerned with the aims of CGCC.


Chapter Eight
Supplementary Rules

Article forty-six
This Constitution is approved by the voting-through of Member’s Representative Congress convened on October 23, 2001.

Article forty-seven
The right of interpretation of this Constitution belongs to the Council of CGCC.

Article forty-eight
This Constitution has taken effect by the sanction and approval of Ministry of Civil Affairs.