2.1 In regard to ‘Expenditure Approvals Procedure’

That the Chairperson, Treasurer and General Manager be authorized signatories to all AustCham bank accounts, with the following authorities:

(a) Up to and including RMB 5,000 – ANY ONE of the 3 authorized signatories may sign;

(b) RMB 5,001 up to and including RMB 15,000 – ANY TWO of the 3 authorized signatories may sign; and

(c) Above RMB 15,000 – ALL THREE authorized signatories must sign.

The AustCham office shall keep petty cash of no more than RMB 20,000, being the total value of all currencies held in the office. Cash holding in excess of this value must be deposited into the AustCham bank accounts within 1 working day.

2.2 All disbursements are subject to the budgetary policy of the Chamber and the AustCham Operations Manual.

2.3  Budgetary Exception Process: Disbursements shall adhere to the budget approved by the Board of Directors. The fiscal year of the Chamber shall commence on the first day of January and end on the 31^st day of December. The Finance Director and Chairman of the Chamber shall present a budget for the following fiscal year to the Board during the month of November. The Budget will provide monthly detail, and estimations of major revenue and expense items. The budget must be approved by a majority vote of the Board.

2.4  Establishment of Audit Committee: An Audit Committee will be formed of at least one Board member, excluding the Chairman, and two non-current director members, excluding the Auditor, and nominated and selected by vote of the Board of Directors. The Audit Committee shall hold responsibility for hiring an independent auditor, reviewing the audit report with the auditor and recommending approval or modification of the annual audit to the full board. The Audit Committee shall also review and ratify the Operations Manual annually and ensure that Board-approved internal financial controls are in place and properly applied within the organisation.

3.1 In regard to “Executive Committee Meeting Procedure”

(a) Agenda to be prepared by the General Manager comprising items to be submitted by any Committee Member or the General Manager.

(b) Directors may submit Agenda items to a Committee Member for inclusion on the Agenda.

(c) Quorum of at least 2 Office Bearers.

(d) Other attendees may be invited with the approval of the Chairperson.

(e) Committee Meetings will be chaired by the Chairperson or, in his/her absence, the Deputy Chairperson, or in his/her absence the Vice Chairperson (Administration).

3.2 In regard to ‘AustCham Employees’

While the Board shall be ultimately responsible to approve major decisions regarding AustCham employees, day-to-day responsibility for Employees shall be delegated to the Executive Committee. This responsibility shall include Employee Remuneration, Terms and Conditions, Legal/Regulatory requirements, Leave Approvals, Expenses, etc.

Structurally, the staff of AustCham – permanent, temporary or ad hoc – shall report to the General Manager. The General Manager shall report to the Chairperson on all major and general AustCham business, to the Executive Committee on day-today operating, membership and finance matters, to the various Committees in regard to their specific tasks and to the Board as required.

The Executive Committee will be responsible, with the General Manager, for establishing the procedures and systems for managing AustCham employees in a professional manner. This includes Job Descriptions, Goal Setting, Performance Review Processes and clear communication on employee issues.

3.3 In regard to “Sponsorships and Endorsements Principles”

(a) AustCham is willing to accept Sponsorship in support of ongoing operating costs, specific events, or activities and items that contribute to AustCham’s ability to serve the Membership better. In return for Sponsorship funding, or other benefits to Members, AustCham is also willing to publicly endorse products or services.

(b) As a general principle AustCham shall seek Sponsorships and Endorsements which significantly enhance the image, identity and financial strength of AustCham and which do not conflict inappropriately with the interests of any AustCham Members.

(c) Prior to finalization, an Ordinary Board Resolution must approve all Sponsorships and Endorsements. When AustCham chooses to seek Sponsorship or Endorsement funding, the Board will first define the nature and objectives of the activity. The opportunity to participate in the Sponsorship /Endorsement will then be communicated to all AustCham Members simultaneously.

(d) When there is competition for AustCham Sponsorship/Endorsement opportunities the principle to be applied shall be that AustCham Corporate Members and AustCham Individual Members shall have right of first refusal, in that order. Once an opportunity is declined, AustCham may seek Sponsorship / Endorsement from non-Member organizations or individuals.

(e) In the event of a conflict between 2 or more AustCham Members over Sponsorship / Endorsement, the principle of ‘first-in-best-dressed’ shall apply, with a formal written commitment being the required hurdle.

(f) The specific terms and conditions of any Sponsorship/Endorsement are to be confirmed in writing prior to the start of the Sponsorship/Endorsement activities.

(g) The Board will decide any disputes over Sponsorship/Endorsement issues and the Board’s decision shall be final.

3.4 In regard to “Committees”

(a) As permitted by the Articles, the Board may from time to time decide to establish Committees to pursue action on specific AustCham tasks or activities.

(b) AustCham -Committees may be established by an Ordinary Board Resolution and may later be disbanded by an Ordinary Board Resolution.

(c) Each Committee must produce a written “Terms of Reference” for approval by the Board prior to the establishment of the Committee which, amongst other things, shall include a statement regarding the obligations on members of the Committee in order to be appointed to, and continue, as members of that Committee.

(d) Each AustCham Committee shall have a Chairperson or Deputy Chairperson, who shall be a Director, appointed by the Chairperson and shall be responsible for coordinating the activities of the Sub – Committee and for reporting to the Board on its progress.

(e) All Committees must act in accordance with the Articles and By Laws in performing their assigned tasks.

(f) A Committee may be comprised of any Director or any AustCham Member in good standing. Non-AustCham Members may be invited to support an AustCham Committee at the discretion of the AustCham Chairperson on the advice of the Chairperson of the Committee.

3.5 The Board of Directors may appoint any member(s) as Honorary Advisor(s) to assist the Board of Directors.

3.6 The Chamber shall not attempt to restrict or in any other manner interfere with any lawful activity undertaken by any member.

3.7 The Chamber shall not indulge in any political activity or allow its funds and/or premises to be used for political purposes.

3.8 In regard to “Membership”

AustCham membership is open to persons who seek to support and promote the interests of Australian business and Australian business people in the PRC, as stated in the Articles of Association.

(a) Membership Fees

(I) Corporate Membership RMB 5,000 p.a. membership fee*; 

(II) Foundation Membership RMB 30,000 p.a. membership fee; 

(III) Individual Membership RMB 1,000 p.a. membership fee; 

(IV) Young Professional Membership RMB 800 p.a. membership fee

(V) Exclusive Hotel Membership RMB 20,000 p.a. membership fee

(VI) Platinum Partner in-kind services worth RMB 30,000 p.a.

(b) Membership Application Procedure

(I) A prospective Member (Applicant) must complete an Application Form;

(II) The General Manager will scrutinize the Membership Application to determine;

(A) Whether the Applicant qualifies for Membership,

(B) Which category of Membership is considered most appropriate for the Applicant.

(III) The General Manager will provide a copy of the Membership Application Forms to the Membership and Administration Committee;

(IV) It is the responsibility of the Executive Committee to submit to the Board their recommendation for each applicant;

(V) If it is appropriate to do so, any Member of the Membership and Administration Committee, at their absolute discretion, may personally meet with an Applicant to discuss any aspect of the Membership Application;

(VI) A Member of the Membership and Administration Committee will present at each Board Meeting a list of the names of new Membership Applicants and their proposed Membership status. There must be available at the Board Meeting the original of each Membership Application and any other letters or material supplied with each Application for perusal by any other Director.

(VII) The Membership & Administration Committee may make a recommendation to the Board for the approval or refusal of a Membership Application or the status of Membership.

(VIII) Any decision made by the Board as to the acceptance or rejection of any Application or the determination of the Membership status, will be final and absolute.

(IX) The General Manager must advise each Applicant, within 5 business days of having received the approval or rejection of the Membership Application from the Board, in writing, of the Board’s decision, and if approved, request payment of the appropriate amount of Membership dues.

(X) Upon receipt of Membership dues from a Member the General Manager must:

(A) Issue a receipt to the Member within 2 working days;

(B) Record on the Membership Application the receipt numbers, amount and date received;

(C) Issue the membership card;

(D) Issue a copy of the Articles and By-Laws; and

(XI) The General Manager must maintain a file of every Application received. This file will be permanent and historical. Applications must be sorted in alphabetical order. The file must be available for inspection at any time on request. The file must be available at all times at the Executive Office. Only Directors are permitted access to the Membership file.

(XII) The General Manager must provide at each Board Meeting a summary of the Membership status of AustCham, which data must be accurate and current within 2 days of the date of each Board Meeting;

3.9 If a member’s payment of dues and fees is in arrears by more than [three (3) months], they will be subject to forfeiture of their membership, after which it will be necessary to re-apply.

3.10 In regard to “AustCham Board Electoral Process”

The process for the election of new Directors at each AGM, as required under Article 5 shall be as follows:

(a) Balloting Committee

The Board will appoint a 3 person Balloting Committee to oversee the Election Process.

The persons appointed to the Balloting Committee must be Voting Members who:

(I) are not standing for election themselves;

(II) do not have a Representative standing; and

(III) who have no vested interest in the outcome.

(b) Nominations

The General Manager will advise the date of the AGM at least 4 weeks prior to the AGM and forms calling for nominations will be circulated at the same time. Nominations for the Board will close 10 business days prior to the AGM.

Also note:

(I) A candidate must be nominated by a Voting Member and seconded by another Voting Member.

(II) Reciprocal nomination or seconding is not permitted.

(III) The Balloting Committee will screen each candidate’s application and confirm the validity of all nominees.

(IV) All candidates will be asked to provide a brief resume or description of their background and a note to Members regarding their objectives for AustCham if elected to the Board.

(c) Voting Process

One week prior to the AGM the Balloting Committee will issue the Ballot Papers to all eligible Voting Members accompanied by each candidate’s resumes and objectives.

Candidates’ names will be listed alphabetically on the Ballot Papers and Voting Members may vote by e-mail, fax or cast their vote at the AGM.

Each Voting Paper should be marked by simple ‘Ticks’ opposite the names of the preferred candidates. Any other marking invalidates the Vote.

All disputes shall be adjudicated by the Balloting Committee in accordance with the Articles and By-Laws. The Balloting Committee’s decision shall be final.

3.11 In regard to “Post or Fax Voting Procedures”

(a) In the event that the Board by way of an Extraordinary Board Resolution agrees to hold a Post or Fax Ballot on an AustCham resolution, the Board shall appoint a Balloting Committee, comprised of 3 independent Members of AustCham, to oversee the work of the Secretariat in conducting the Ballot.

(b) The Balloting Committee shall oversee the preparation of clear, unambiguous Balloting Papers and ensure that the wording of the “decision proposition” is unequivocal. The Balloting Papers must include a “return date” by which the Balloting Papers must be returned.

(c) The Balloting Committee shall choose a “strike date” to send out Balloting Papers and ensure that the Secretariat delivers Balloting Papers to all Voting Members who are entitled to vote on the particular resolution(s).

(d) The Secretariat shall hand all returned Balloting Papers to the Balloting Committee. Only Balloting Papers received by the Secretariat on or before the return date are valid.

(e) The Balloting Committee is to discard improperly or unclearly marked Balloting Papers as invalid.

(f) The Balloting Committee shall count all of the properly marked valid Balloting Papers in a reliable and secure fashion and advise the Chairperson of the outcome of the Ballot at the earliest opportunity.

(g) The Chairperson will present the Ballot result to the next Board Meeting and make arrangements for the proper implementation of the Voting Members’ decision.

(h) The Secretariat shall retain all Balloting Papers and other documents relating to the Ballot in a separate File for future reference as necessary, until not more than one month after the next AGM.

(i) Access to Balloting Papers is restricted to the Balloting Committee only.

3.12 The Board of Directors may, by a special majority vote, expel a member whose continued membership is considered detrimental to the Chamber.

In regard to “Election of Office Bearers”

3.13 The following procedures shall apply for the election of Office Bearers.

(a) The General Manager shall, in confidence, and prior to the first Board Meeting after the AGM canvass all of the Directors to seek nominations for each of the 4 Office Bearer positions.

(b) The General Manager shall advise all Directors of the candidates for each Office at least one week prior to the first Board Meeting after the AGM.

(c) The General Manager and a Member of AustCham with no strong vested interest in the outcome of the Office Bearer’s elections shall prepare 12 simple Ballot Papers showing the candidates for each Office in a ‘tick-the-box’ format.

(d) At the first Board Meeting, if a quorum is present, the outgoing Chairperson shall authorize the General Manager and the Member to distribute the Ballot Papers to each Director for completion.

3.14 In regard to “Role and Obligations of Directors”

(a) Membership of the Board confers a distinct set of responsibilities and obligations on the Directors. These responsibilities and obligations are even more incumbent on Office Bearers.

(b) There is a commitment of time and effort that goes with the role of Director and AustCham can only function well against a background of energy and commitment from the Board as a whole. The 2 year Board Term is a significant commitment and represents the undertaking of an obligation to members of AustCham and to other Directors. Candidates should examine their situation carefully to ensure that they can properly honour such an obligation.

(c) Board meetings are held each month. Directors are expected to physically attend these meetings in South China regularly. Attendance via teleconference is acceptable, however Directors who miss 3 consecutive board meetings in-person will be immediately terminated from The Board of Directors.

(d) Directors are required to work in good faith to pursue and execute agreed strategies of the Board.

(e) AustCham has a range of public functions and activities that require the support and attendance of Directors to promote AustCham’s goals and maintain contact with Members. Member’s cocktails and speaker functions all come under this heading and Directors are expected to attend these functions regularly.

(f) Directors must keep any matter of a sensitive, commercial or confidential nature discussed at board meetings, committee meetings, working group meetings and functions in confidence.

(g) Each Director is required to adhere to the Conflict of Interest Guideline (in the form attached as an Annexure to these By-Laws) and to sign a Disclosure Statement on or before the first Board meeting after each AGM (or more frequently if required by the Conflicts Protocol).

3.15 Terms of office of Officers of the Board of Directors shall be two years. Terms of office of members of the Board of Directors shall be two years.

3.16 The Board of Directors shall appoint the General Manager. The General Manager reports to the Chairman of the Board and/or ExCo.

3.17 Vacancies occurring between Annual General Meetings among Officers or the Board of Directors shall be filled by the Board of Directors.

3.18 Nominations and Election Committee

(a) The Board of Directors will appoint the Nominations and Election Committee (NEC) by April of each year.

(b) The NEC shall meet from time to time during the year at the request of the Board of Directors if interim vacancies arise, and in any case not later than ninety (90) days prior to the Annual General Meeting each year to prepare nominations for the election of Officers and Directors at the Annual General Meeting.

(c) The report of the NEC for the Annual General Meeting shall include a list of nominees for the positions being vacant and shall be presented to the Board of Directors at the meeting of the Board prior to the date of the Annual Election.

The Chamber’s objectives are:

1. To promote the development of trade, commerce and investment between Australia and the People’s Republic of China (‘China’).
2. To provide a forum which facilitates investment and business cooperation between Australia and China.
3. To work with organizations in China, Australia and elsewhere on matters of mutual interest.
4. To maintain relations with other Chambers of Commerce and commercial
5. To do all other lawful things as may be incidental or conducive to the attainment of the foregoing objectives.

Section A: Types of Membership

Membership in the Chamber is open to individuals and entities who share the objectives of the Chamber. There are two categories of membership: voting and non-voting.

Section B: Members Rights and Obligations

Members have the right to:

1. Attend annual general meetings and extraordinary general meetings of the Chamber;
2. Vote at the meetings;
3. Waive their right to vote; and
4. Supervise work of the Board and other Officers of the Chamber

Members are obligated to:

1. Pay dues and fees as required by the Board under the Chamber’s Articles of Association and bylaws; and
2. Comply with resolutions of the Board and decisions made at the general meetings.

Section C: Determination of Membership

1. The acceptability of any applicant to membership or for change in classification of membership in the Chamber shall be determined by the Board.
2. Applications for membership shall be submitted to the Chamber office together with all required documentation.

Section D: Membership Dues and Fees

The Board has full discretion to set the amount of membership dues and fees.

Section E: Proxy and Absentee Voting

Proxy Voting:
Any eligible voting member may authorize any other member to vote on their behalf at any Annual General Meeting or Extraordinary General Meeting of the Chamber. Notice of such proxy authorization in writing must be received by the Chamber office in advance of the meeting at which such proxy is to be voted.

Absentee Voting:
Any eligible voting member may vote at any Annual General Meeting or Extraordinary General Meeting of the Chamber by absentee ballot.

The detailed process for proxy and absentee voting shall be set forth in the Bylaws.

Section F: Resignation and Termination

1. In order to resign from membership with the Chamber, written notice must be given to the Chamber by the member.
2. The Board shall record the resignation of any member in the records of the Chamber; and
3. The Board may terminate the membership of any member for failure to pay fees, or for any other reason in its absolute discretion, as determined by the Board.

Section A: Annual General Meeting

1. An Annual General Meeting will be held no later than the end of December in each year and 28 days advance written notice shall be given to the membership.
2. The business to be conducted at the Annual General Meeting shall include, but not limited to:
   1. Report of the Board;
   2. A report of the current year’s accounts to date; and
   3. Nomination and election of the Board.

Section B: Extraordinary General Meetings

1. Extraordinary General Meetings of the Chamber shall be convened by the Chair by giving no less than 14 days notice, upon:
   1. The direction of the majority of the Board; or
   2. The request of at least 20% of the votes of voting members
2. Any member who wishes to place a related item on the agenda of an Extraordinary General Meeting may do so provided he or she gives notice to the Secretary one week before the meeting is due to be held.

Section C: Notice

Written notice of the agenda of the Annual General Meeting or of an Extraordinary General Meeting, as relevant, shall be provided to members in advance of such meeting.

Section D: Quorum

1. The quorum for the Annual General Meeting and for an Extraordinary General Meeting shall be 10% of the votes of the voting members of the Chamber.
2. In the event of there being no quorum present at any such meeting, the meeting shall be adjourned and reconvened at a place, date and time to be appointed, and should the number then present, including absentee and proxy votes, be insufficient to form a quorum, those present shall be considered a quorum.
3. For the purposes of Article IV D1, each absentee vote cast by eligible voting members and received by the Chamber or proxy votes by eligible voting members held by any person attending any meeting will be counted separately in determining whether a quorum exists.

Section E: Voting

Decisions of the Annual General Meeting and the Extraordinary General Meeting shall be passed by simple majority.

ARTICLE V: PRIVILEGE TO HOLD OFFICE

Only a voting member representative or nominee representative of a Corporate Member may hold elective office in the Chamber and serve on the Board.

1. The officers of the Chamber shall consist of:
   1. A Chairman (or “Chair”);
   2. A Deputy Chair;
   3. A Secretary; and
   4. A Treasurer.
2. The Chair is the authorized spokesperson for the Chamber unless otherwise designated by the Board. The Chair may assign additional members as spokespersons.
3. Duties of Officers:
   1. The Chair shall exercise general supervision over the affairs of the Chamber, represent the Chamber in external relations, and preside over meetings of the Board, the Annual General Meeting, and Extraordinary General Meetings.
   2. The Deputy Chair, in the absence of the Chair, shall temporarily perform the duties of the Chair.
   3. The Secretary shall keep all records, except financial records, of the Chamber, including minutes of all Annual General Meetings, Extraordinary General Meetings, and meetings of the Board. Records kept by the Secretary shall be available for perusal and copying by any member of the Chamber. In the absence of the Chair and Deputy Chair, the Secretary shall temporarily have the same powers and authority as the Chair and Deputy Chair.
   4. The Treasurer shall keep a correct account of all financial transactions of the Chamber. The Treasurer shall also have oversight of the Chamber’s compliance with taxation matters. The Treasurer shall present a report on the year’s accounts to the membership at the Annual General Meeting. The Treasurer shall close the yearly accounts and provide the Board with a statement of accounts as soon after the year end as possible. In the absence of the Chair, Deputy Chair and the Secretary, the Treasurer shall temporarily have the same powers and authority as the Chair, Deputy Chair and the Secretary.
4. Election of Officers:

The officers of the Chamber or any replacement of the officers of the Chamber shall be elected by the Board by resolution in writing and attached to these Artsicles. Removal and replacement of the Chair, Deputy Chair and/or other Executive Officers of the Board, when required, will be subject to variation of registration with the relevant regulatory authority.

1. Members
   1. The Board shall be the highest decision making authority of the Chamber. The Board shall consist of eleven persons, including the four officers listed in Article V. The Chair shall preside over meetings of the Board.
   2. Members of the Board shall be elected at the Annual General Meeting by the voting members of the Chamber.
   3. A member of the Board shall be removed if they are: 1. no longer an employee of a voting Member; 2. The voting member is no longer a member of the Chamber; or 3. the representative commits a crime in China.
2. Duty of the Board
   1. The duty of the Board is to oversee and make policy decisions with respect to the programs sponsored by the Chamber, to make decisions on matters affecting the Chamber and uphold the Articles of Association.
   2. The Board shall elect a Chair from its members at its first meeting to be held as soon as practical after the AGM.
   3. The Board shall undertake responsibilities within the Chamber as directed by the Chair.
3. Vacancies on the Board shall be handled in the following manner:
   1. In the event the Chair is absent for an unbroken period exceeding three (3) months, submits his or her resignation to the Board, no longer has legal capacity or no longer satisfies the qualifications for office set forth in this Articles of Association, then the Deputy Chair shall assume the office of Chair.
   2. If the office of the Chair is vacated in the manner described in Section 4 of this Article VI, and the Deputy Chair for any reason is unable or unwilling to assume the office of Chair, then the Deputy Chair shall be deemed to have resigned his or her office and a new Chair and a new Deputy Chair shall be elected by the Board within 14 days, in accordance with election rules of the Chamber in force from time to time.
   3. Whenever a new Chair is appointed or elected according to this Article VI, the position of any remaining officers of the Board which remains vacant shall be filled by election by the Board pursuant to Article V, Section 4.
   4. Any vacancies on the Board, other than those to be filled by election of the general membership, shall be filled by the Board until the next Annual General Meeting.
4. Quorum:
   1. The quorum for a meeting of the Board shall be more than 50% of the members of the Board. In the event of there being no quorum present at a Board meeting, the meeting shall be adjourned and reconvened at a place, date and time to be appointed, and should the number then present be insufficient to form a quorum, those present shall be considered a quorum.
   2. Board decisions may be reached by a show of hands of Board members at a duly convened Board meeting or by means of balloting by teleconference, mail, facsimile, or e-mail.

1. Auditor

An outside, independent, accredited auditing firm shall be retained to audit the Chamber’s accounts each year and to present a report upon them to the Board, which report will also be communicated to the membership. They may be required by the Chair to audit the Chamber’s accounts for any period at any date and make a report to the Board.

1. Indemnity of Officers

The Chamber indemnifies each member of the Board out of the assets of the Chamber against any liability incurred by the member of the Board in or arising out of the conduct of the business of the Chamber or in or arising out of the discharge of the duties of the member of the Board.

Section A: Means of Dissolution

The Chamber shall not be dissolved, except with the consent of not less than 75% of the votes of voting members of the Chamber expressed either in person, or by proxy at an Annual General Meeting or Extraordinary General Meeting convened for the purpose, or by absentee vote.

Section B: After Dissolution

1. In the event of the Chamber being dissolved as provided above, all debts and liabilities legally incurred on behalf of the Chamber shall be fully discharged, and the remaining funds will be devoted to such local charitable organization or organizations as the voting members shall decide.
2. Notice of  dissolution  shall  be  given  within  seven  (7)  days  of  the dissolution to the members.

By simple majority of the voting members of the Chamber present in person or by absentee or proxy vote at the Annual General Meeting or at any Extraordinary General Meeting, or the Board itself, may make, alter, add to and repeal the Bylaws of the Chamber, as long as they do not conflict with the Articles of Association of the Chamber.

No alteration or additions to this Articles of Association shall be made except by passing of an ordinary resolution at an Annual General Meeting or an Extraordinary General Meeting.

Alterations or additions to the Articles of Association, when required, will be subject to variation of registration with the relevant regulatory authority.

These Articles come into effect upon approval by a majority resolution to adopt these articles at a general meeting on November 29, 2014 and are subject to the applicable laws.