AustCham South China By laws
A. Management of the Chamber:
- The Chamber is managed by a Board of up to 11 volunteer Directors (“Board”), comprising of representatives of the Australia-linked business community in South China.
- Board members must be Corporate Members of the Chamber.
- The Board, headed by the Chairman, meets at least once a month to discuss and agree on matters affecting the operation and development of the Chamber either in person or via telecommunication.
- Each Board meeting must achieve a quorum to pass any Resolution presented; that quorum being more than 50% of the Board, either present in person or attending via telecommunication.
- In addition to the Directors, representatives of the Australian Consulate-General Guangzhou and Australian Trade Commission (AUSTRADE) serve as Ex Officio Members of the Board but they will only act as government advisors and not hold a voting right or be counted as part of the quorum.
- The day to day running of the Chamber is delegated by the Board to and is the responsibility of the full-time Executive Manager who is based at the Chamber’s Secretariat office.
B. Committees and Chapters:
- Where considered desirable, the Board may by Resolution establish and disband Committees to enhance the efficiency of its daily operations in ensuring that the directions and strategies set by the Board are achieved.
- Committees may be established for a specific Industry area or for a specific event or activity.
- Committees will report to the board in accordance with the instructions given to them at the time of their establishment.
- Where considered desirable, the Board may by Resolution establish and disband Chapters to facilitate serving the needs of Members and the Australian business community located in geographic areas outside Guangzhou and Shenzhen but within the South China region which is approximately equal to the geographical jurisdiction of the Australian Consulate.
- These Chapters shall, like the Chamber, act in the best interests of the Australian business community with support from and guidance of the Board and the Australian Consulate General.
- The Chapters shall have their own autonomy in respect of strategic and financial decision making, and the appointment of members in their Executive Committee(s).
- The Chamber shall offer support in the form of administrative assistance, co-ordination of events and functions, circulation of materials and notices to Chamber Members, liaison with government authorities, etc. to these Chapters for a reasonable fee levied against the Chapter’s membership fees.
- Through the representatives of the Australian Consulate-General and/or AUSTRADE in a Chapter, the Australian Consulate-General will be kept informed of developments in the Chapters and it may, where considered appropriate, give comments, guidance and support to the Chapters either directly or through their Executive Committee(s).
- To protect the interests of Chamber members and Chapter members in these Chapters, and ensure consistency in strategies and direction, the respective Chapters and Committees are to submit monthly financial reports and minutes of any executive committee meetings to the Board of the Chamber, which will maintain regular communications with the Chapters and Committees and provide support and carry out a co-ordination role when dealing with functions and activities that cover the South China region.
C. Membership Categories
- Membership to AustCham-South China is open to all nationalities, business entities and individuals who subscribe to the mission and objectives of the Chamber. There are two (2) membership categories:
Any business entity subscribing to AustCham- South China’s mission and objectives may apply for Corporate Membership.
Any Australian citizen, or permanent resident of Australia, or any person of another nationality with a substantial affiliation with or interest in Australia, who subscribes to the mission and objectives of the Chamber may apply for Individual Membership.
In addition the Board may, in its discretion, and by Resolution, confer Honorary Membership, Sponsorship and Partnership to Corporations or Individuals. Such Memberships, Sponsorships or Partnerships may be granted, inter alia, for the provision of goods or services to the Chamber in lieu of the payment of Membership fees. Conferred Honorary Membership only, may or may not, in the Board’s discretion carry a voting right.
D. Elections and Voting
- The Board are elected by the membership for two-year terms with retiring or vacant positions being filled at an Annual General Meeting held each year.
- Members of the Board should have substantial links with Australia.
- The Chairman, who must be an Australian citizen or have Australian Permanent Residence status, is elected by the Board.
- Both Corporate and Individual members have the right to nominate and second persons for election and to vote for candidates in accord with these By-laws.
- Each Corporate membership of the Chamber carries four votes while each Individual membership carries one vote in elections.
E. Board of Directors Eligibility
Any member must satisfy the following conditions to be eligible for nomination for election to the Board:
- Have been a Corporate Member for at least 12 months unless otherwise approved by a 3/4th majority vote of current Board members at the time of nomination.
- Proposed as a nominee by a member and seconded by two other members, at least one of whom is not a current Board member.
- Nominated pursuant to and in accord with these By-laws.
- Not convicted in any recognised jurisdiction of any offence punishable by any term of imprisonment or at any time deported from or refused a visa to enter the Peoples Republic of China.\
- A nomination for Board election is to be received by the Secretariat in the prescribed form and in the prescribed manner on or before the prescribed date. Nominations not so received shall be deemed invalid.
- The Secretariat, on instruction from the Board shall issue to all members at their last known email address details of the prescribed nomination formalities at least 21 days prior to the closing date for nominations.
- Each Corporate Member may propose only one nominee from its organisation unless otherwise approved by 100% vote of the current Board at the time of Nomination.
- A list of duly nominated candidates, together with brief biographies and a prescribed proxy form will be advised to all members at their last known email address at least 21 days prior to the date of the election.
- Members of the Board of Directors are elected by votes.
- Votes are made by members present in person or by proxy at a General Meeting (AGM/EGM).
- Each Individual voting member has a single ballot for their preferred candidate or candidates that counts as one (1) vote for each of those candidates, and each Corporate voting member has a single ballot for their preferred candidate or candidates that counts as four (4) votes for each of those candidates, subject to clause 4 immediately below.
- Voting papers containing ballots for more than the number of positions to be filled will be deemed invalid.
- A member may cast a ballot on behalf of another member by proxy if the member giving the proxy is not present at the Meeting.
- The proxy must be evidenced by a signed instrument stating the grantor’s intent to have the recipient cast a ballot on his/her/their behalf at a General Meeting and either directing that the recipient cast the ballot in a specific way or at the recipient’s discretion.
- Proxies must be lodged with the Secretariat no later than two (2) working days prior to the Meeting.
- At the General Meeting where one or more board members are to be elected, voting will be done at a time during the General Meeting determined by the Meeting Chairman.
- A Returning Officer will be appointed by the Chairman to oversee the election and shall be one of the ex-officio Board members.
- During the voting, the votes of each member present (including proxy votes for members not present) shall be recorded.
- The Returning Officer will tally the valid votes recorded. The first vacant position will be filled by the candidate receiving the highest number of votes. In the case of an equal highest number of votes the candidates with those votes will fill successively vacant positions. In the case of vacant position(s) remaining the candidate with the next highest number of votes will fill each successive position until all vacant positions are filled.
- The number of elected candidates cannot exceed the number of Board positions open for election at the Meeting.
- If there is a tie in the number of votes competing for the last remaining position(s), there shall be re-cast of votes by the General Meeting but for only the candidates who shared the same votes for the last remaining position(s).
- The Returning Officer will tally the valid re-cast votes recorded. The first still vacant position will be filled by the candidate receiving the highest number of votes. In the case of an equal highest number of votes the candidates with those votes will fill successively vacant positions. In the case of vacant position(s) remaining the candidate with the next highest number of votes will fill each successive position until all remaining vacant positions are filled.
- The process outlined in clauses 11 to 14 will be repeated until all vacant positions are filled.
- The election result shall be proclaimed as soon as practicable by the Returning Officer during the AGM. Once the result is proclaimed, the candidates who have been successfully elected are declared by the Returning Officer to be the Directors of the Chamber.
- Each elected Board member shall serve a term of two years upon election to the board.
- Each Board member appointed by the Board in accordance with the Articles to fill a vacancy shall serve a term equivalent to the period between their appointment and the next General Meeting.
- When a Board member term expires, the Board member shall continue to serve only until the next General Meeting and at such General Meeting, the board position shall be open to election.
I. Termination in Advance
- A member shall immediately cease being a Board member upon any of the following events:
- the Board member tenders his/her resignation at a Board Meeting or General Meeting or in writing to the Chairman, or
- except where prior leave of absence has been granted by the Chair, the Board member has been unwilling or unable to attend in person at 3 consecutive board meetings, or
- the Board member ceases to comply with Eligibility requirements, or
- the Board member ceases to be associated with the Corporate member that nominated them for election to the Board.
- When a member ceases being a Board member under any of the above circumstances, that Board position with less than 6 months in its remaining term shall remain vacant and be open for election at the next General Meeting.
- When a member ceases being a Board member under any of the above circumstances, that Board position with more than 6 months in its remaining term may be filled by Resolution of the Board with the appointment of a Director who would otherwise qualify as eligible for nomination to the Board at a General Meeting.
J. Number of Board Members
- The Board of Directors shall comprise of up to 11 members, and 2 ex-officio members representing the Australian Consulate General and Australian Trade Commission.
- At each Annual General Meeting, or at any Extraordinary General Meeting called for the purpose, if there is one or more Board positions open for election, the total number of positions open for election shall be the number that would cause the board to have its normal number of Board members after the election.
K. Officers of the Board
(The Officers of the Board are the Chair, Deputy Chair, Treasurer and Secretary.)
- Term of Appointment and Election
a.The Board of Directors shall elect one current Director to each of the positions of Chair, Deputy Chair, Treasurer and Secretary.
Unless, due to
(i) early resignation, or
(ii)early retirement, or
(iii)ceasing to be eligible to serve as an Officer, including the expiry of the appointee’s term as a Director, or
(iv)is incapacitated, or
(v)is unable to perform the role of the position for any other reason,
Officers of the Board shall serve a term of one year from the Annual General Meeting immediately following election to the Office. At the General Meeting at which the term expires, these Officers of the Board shall continue to serve only until a new Chair, Deputy Chair, Secretary and Treasurer are elected.
b.For the avoidance of doubt, the purpose of the wording is to give all incoming Officers with a term of 2 years to run as a Director, a term of 2 years as an Officer of the Board. Any replacement due to early termination will, subject to eligibility, serve for the remainder of the original term of 2 years.
- Nominations and elections for expiring positions shall be made at the Board meeting immediately following the General Meeting where the position(s) expired.
- Nominations and election for any positions made vacant due to early termination shall be made at the Board Meeting immediately following the vacancy arising.
- A Returning Officer shall be appointed by Resolution of the Board from among the ex Officio Board members.
- Any Board member may propose any other Board member for any expired or otherwise vacant position.
- Nominations do not require a seconder but the nominated person must accept the proposed nomination.
- Except in the case of there being only one accepted nomination for a position, in which case that nominated person is declared elected, elections shall be by secret ballot cast by the Directors present at the meeting or by proxy vote evidenced in writing and given to another Director.
- All Directors present at the meeting must vote and abstaining votes are not permitted.
- The person who receives the most votes becomes elected to the expiring or vacant position.
- If there is a tie in the number of votes, the Board may recess and reconvene to re-cast the votes until a winner is produced.
- The Returning Officer shall declare the elected positions to the Board without delay.
- Newly elected Officers of the Board shall assume their positions immediately after the close of the Board meeting at which the election took place.
- If any of the Officers of the Board, due to early resignation, or early retirement, or ceasing to be eligible to serve as an Officer, or is incapacitated or is unable to perform the role of the position for any other reason, his or her term is immediately terminated and the Board shall fill such vacancy in accord with clauses 3 -12 above.