Articles of Association & Bylaws
CHINA-AUSTRALIA CHAMBER OF COMMERCE IN SOUTH CHINA
- 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.
- 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.
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:
1. Corporate Membership:
Any business entity subscribing to AustCham- South China’s mission and objectives may apply for Corporate Membership.
2. Individual 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.
- 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.
- 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 organization 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.
- 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.
- 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.
1. 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.
2. Nominations and elections for expiring positions shall be made at the Board meeting immediately following the General Meeting where the position(s) expired.
3. Nominations and election for any positions made vacant due to early termination shall be made at the Board Meeting immediately following the vacancy arising.
4. A Returning Officer shall be appointed by Resolution of the Board from among the ex Officio Board members.
5. Any Board member may propose any other Board member for any expired or otherwise vacant position.
6. Nominations do not require a seconder but the nominated person must accept the proposed nomination.
7. 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.
8. All Directors present at the meeting must vote and abstaining votes are not permitted.
9. The person who receives the most votes becomes elected to the expiring or vacant position.
10. 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.
11. The Returning Officer shall declare the elected positions to the Board without delay.
12. Newly elected Officers of the Board shall assume their positions immediately after the close of the Board meeting at which the election took place.
13. 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.
Articles of Association
This organization shall be known as The Australian Chamber of Commerce in South China and is hereinafter referred to as “the Chamber”.
The Chamber’s objectives are:
- To promote the development of trade, commerce and investment between Australia and the People’s Republic of China (‘China’).
- To provide a forum which facilitates investment and business cooperation between Australia and China.
- To work with organizations in China, Australia and elsewhere on matters of mutual interest.
- To maintain relations with other Chambers of Commerce and commercial
- 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:
- Attend annual general meetings and extraordinary general meetings of the Chamber;
- Vote at the meetings;
- Waive their right to vote; and
- Supervise work of the Board and other Officers of the Chamber
Members are obligated to:
- Pay dues and fees as required by the Board under the Chamber’s Articles of Association and bylaws; and
- Comply with resolutions of the Board and decisions made at the general meetings.
Section C: Determination of Membership
- The acceptability of any applicant to membership or for change in classification of membership in the Chamber shall be determined by the Board.
- 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
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.
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
- In order to resign from membership with the Chamber, written notice must be given to the Chamber by the member.
- The Board shall record the resignation of any member in the records of the Chamber; and
- 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
- 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.
- The business to be conducted at the Annual General Meeting shall include, but not limited to:
- Report of the Board;
- A report of the current year’s accounts to date; and
- Nomination and election of the Board.
Section B: Extraordinary General Meetings
- Extraordinary General Meetings of the Chamber shall be convened by the Chair by giving no less than 14 days notice, upon:
- The direction of the majority of the Board; or
- The request of at least 20% of the votes of voting members
- 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
- 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.
- 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.
- 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.
- The officers of the Chamber shall consist of:
- A Chairman (or “Chair”);
- A Deputy Chair;
- A Secretary; and
- A Treasurer.
- The Chair is the authorized spokesperson for the Chamber unless otherwise designated by the Board. The Chair may assign additional members as spokespersons.
- Duties of Officers:
- 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.
- The Deputy Chair, in the absence of the Chair, shall temporarily perform the duties of the Chair.
- 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.
- 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.
- 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.
- 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.
- Members of the Board shall be elected at the Annual General Meeting by the voting members of the Chamber.
- 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.
- Duty of the Board
- 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.
- The Board shall elect a Chair from its members at its first meeting to be held as soon as practical after the AGM.
- The Board shall undertake responsibilities within the Chamber as directed by the Chair.
- Vacancies on the Board shall be handled in the following manner:
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
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.
- 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
- 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.
- 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.