Chapter One General Provisions

Article 1 This chamber shall be known as CHAMBER OF INTERNATIONAL COMMERCE SHANGHAI (COIC SH).

Article 2 COIC SH is a comprehensive, non-governmental, non-profit social association with legal person status, composed of representatives from relevant enterprises, public sectors and economic associations, which are engaged in international business activities.

Article 3 The objectives of COIC SH are, in accordance with the laws, regulations and policies of the People’s Republic of China and by making reference to international practices, to safeguard the legitimate rights of its members, boost fair trade, promote bi-directional investments, and, by providing professional services, to positively enhance the international competitiveness of its member enterprises, and to promote social and economic development of Shanghai.

Article 4 COIC SH is a body corporate legally registered in accordance with the Regulations of the PRC on Registration and Administration of Social Associations and Regulations of Shanghai Municipality on Administration of Social Associations

Article 5 COIC SH accepts work guidance and supervision of Shanghai Municipal Foreign Economic Relations and Trade Commission and Shanghai Administration Bureau of Non-governmental Organizations. Meanwhile, COIC SH accepts guidance of China Council for the Promotion of International Trade, China Chamber of International Commerce and Council for the Promotion of International Trade Shanghai.

Article 6 COIC SH is a group member of China Chamber of International Commerce (CCOIC).

Article 7 COIC SH shall be located in Shanghai.

Chapter Two Missions and Scope of Business

Article 8 The missions of COIC SH are as follows:
1.To introduce to its member organizations government’s laws, regulations and policies, boosting and promoting production operations and development of enterprises;
2.To conduct surveys and researches, and to make the common requests of its member organizations known to the government departments in a timely manner. To participate in the relevant hearings held by government, propose advice on economic policies and legislation, and carry out relevant coordination work.
3.To safeguard the legitimate rights and interests of members and promote fair trade by providing members with services for developing international trade, service, and investment, and conducting advanced technological cooperation and various forms of economic and trade cooperation. And to supervise the self-disciplinary conduct of enterprises on the market of competition in order to safeguard the credibility image of COIC SH.
4.To provide information on international business activities, communicate and strengthen information exchanges between members and between members and overseas enterprises.
5.To strengthen communications, exchanges and cooperation with domestic and overseas chambers of commerce as well as agencies of overseas chambers of commerce in Shanghai.
6.To provide training for foreign-related senior managerial personnel of enterprises, in line with the qualification requirements of modern enterprise managers.
7.To publish and distribute relevant periodicals and books.
8.To handle other work authorized or relegated by the government.

Article 9 The scope of business of COIC SH include: policy consultation, provision of information, commercial service and survey, personnel training, publishing of books, international exchanges and communications, safeguarding the legitimate rights of members and promoting fair trade.

Chapter Three Membership

Article 10 COIC SH adopts a membership system.

1. Membership of COIC SH shall be open to the enterprises and public sectors legally registered in Shanghai area, engaged in relevant international commerce activities, enjoying a good reputation and accepting the constitution of COIC SH:
1.1 Enterprises and public sectors engaged in international commerce activities;
1.2 Foreign-invested enterprises and enterprises invested by Taiwan, Hongkong and Macao in Shanghai;
1.3 Shanghai representative offices of overseas enterprises.

2. Liaison membership of COIC SH shall be open to the groups and offices legally registered in Shanghai area, engaged in relevant international commerce activities, enjoying a good reputation and accepting the constitution of COIC SH:
2.1 Groups engaged in international business activities;
2.2 Shanghai offices of overseas economic and trade organizations;
2.3 District- and county-level chambers of commerce, the work of which is guided by COIC SH.

Article 11 Rights and Obligations of Members

1. Members enjoy the following rights:
1.1 The right to elect and the right to be elected;
1.2 To propose suggestions and supervision of the work of COIC SH;
1.3 To participate in relevant activities of COIC SH;
1.4 To enjoy priorities in obtaining services and assistance offered by COIC SH;
1.5 Voluntary membership and freedom of withdrawal.

2. Members shall fulfill the following obligations:
2.1 To abide by the constitution of COIC SH, implement the resolutions and safeguard the legitimate rights and interests of COIC SH;
2.2 To support and undertake the work relegated by COIC SH;
2.3 To make due payment of subscriptions. Membership is automatically terminated when a member remains unfinancial for 2 consecutive years in which subscriptions are due and payable. Detailed rules on subscription standard and methods of payment will be elsewhere specified.

Article 12 Liaison members enjoy the same rights and implement the same obligations as members, except that they do not enjoy the right to elect and to be elected and that they are exempt from subscriptions.

Chapter Four Organization

Article 13 The supreme power of COIC SH is vested in the General Assembly (Representatives), which is convoked by the Board of Trustees and held once every five years. When deemed necessary, provisional General Assembly (Representatives) can be convened by the Board of Trustees. At least half of the total membership of COIC SH present at a General Assembly shall form a quorum. Resolutions of the General Assembly are subject to the consent of more than half of the attendants.

Article 14 COIC SH General Assembly (Representatives) has powers as follows:
1.To formulate and modify “Constitution of COIC SH”;
2.To elect, appoint and remove managerial personnel like trustees;
3.To review the work report, budget report and financial statement presented by the Board of Trustees;
4.To determine the termination and dissolution of COIC SH;
5.To determine other important affairs of COIC SH;
6.To fulfill other investiture rights of the Constitution.

Article 15 The executive organ of COIC SH is the Board of Trustees, which manages the work of COIC SH during the closing period of the General Assembly (Representatives), representing COIC SH in external affairs. The Board of Trustees is elected by the General Assembly (Representatives), with trustees elected for 5-year terms. The Board of Trustees shall meet not less than once a year. At least half of the total trusteeship present shall form a quorum. The resolutions of the Board are subject to the approval of not less than half of the attendants.

The main duties of the Board of Trustees are as follows:
1.To implement the resolutions of the General Assembly (Representatives), and to report to it;
2.To elect, appoint and remove managerial personnel of COIC SH like Chairperson, Vice Chairpersons, and standing trustees and hire Secretary General;
3.To hire honorary Chairpersons and advisors of COIC SH;
4.To review and approve annual work report and work plan;
5.To review annual budget and financial statement;
6.To determine proposals submitted to the General Assembly (Representatives), and to convoke General Assembly;
7.To draw out plans to terminate or dissolve COIC SH;
8.To discuss and draw out revision plan of the “Constitution of COIC SH”.

Article 16 The standing organ of the Board of Trustees of COIC SH is the Standing Board of Trustees, which conducts the functions of the Board of Trustees in the intervals between the meetings of the Board of Trustees. The Standing Board of Trustees is elected by the Board of Trustees, with standing trustees elected for 5-year terms. The Standing Board of Trustees shall meet not less than twice a year. At least half of the total standing trusteeship present shall form a quorum. The resolutions are subject to the consent of not less than half of the attendants.

The main duties of the Standing Board of Trustees are as follows:
1.To make decisions on important issues, and institutional setup, change and cancellation;
2.To guide and coordinate the work and activities of COIC SH;
3.To determine acceptance and termination of membership;
4.To work out the basic administrative rules and rules of procedures of COIC SH;

Article 17 The legal person representative of COIC SH is the Chairperson, who shall be elected for a term of 5 years.

The Chairperson has powers as follows:
1.To preside over the routine work of COIC SH, representing COIC SH in its dealings with outside persons. When necessary, the Chairperson can entrust the Standing Vice Chairman to deputize him.
2.To convoke and preside over meetings of the Standing Board of Trustees and meetings of the Board of Trustees.
3.To examine the implementation of the resolutions of the Standing Board of Trustees and the resolutions of the Board of Trustees, and report to the General Assembly (Representatives).
4.Other powers assigned by the resolutions of the Board of Trustees and the Standing Board of Trustees.

Article 18 Vice Chairpersons elected by COIC SH assist in the work of the Chairperson, and can also undertake the relevant functions entrusted by the Chairperson. Vice Chairpersons serve 5-year terms. The Chairperson, Vice Chairpersons shall meet not less than four times a year, to hear the work report of the Secretariat.
Full-time Chairperson and Vice Chairpersons are responsible for the routine work, and part-time Vice Chairpersons work under a spell system.

Article 19 Generally, Trustees, Standing Trustees, Vice Chairpersons and Chairperson are elected on the recommendation from their respective affiliated organizations as candidates and they are heads of their organization. In the event that the trustees, standing trustees, Vice Chairpersons and Chairperson leave their respective organizations, their successors can be recommended to fill the vacancies. Trustees can be by-elected by the Board of Trustees, but shall be subject to retroactive recognition at the next General Assembly (Representatives). Chairperson, Vice Chairpersons and Standing Trustees can be by-elected by the Standing Board of Trustees, but shall be subject to retroactive recognition at the next meeting of the Board of Trustees.

Article 20 The Secretariat of COIC SH is the institution in the Board of Trustees that administers daily work. Its duties include: working out annual work plan, organizing implementation after approval by the Board of Trustees, and undertaking other tasks assigned by the Board of Trustees. The Secretariat is responsible to the Board of Trustees. The Secretary General attends meetings of the Board of Trustees as a non-voting delegate.

Article 21 COIC SH may, in accordance with the relevant regulations, establish the relevant country-specific, area-specific or specialty-specific professional committees and work committees, and can also establish branches and overseas representative offices.

Chapter Five Finance

Article 22 Financially independent, COIC SH administers its assets according to law.

Article 23 Vigorous finance administrative system is established in accordance with the Accounting Law of the People’s Republic of China to ensure the legitimacy, truthfulness, accuracy and completeness of the accounting materials. A treasurer is hired by the Board of Trustees to handle the routine financial affairs. Annual financial report is prepared by the treasurer, audited by the body designated by Administration Bureau of NGOs, reported to the General Assembly (Representatives) or made known to the members after approval by the Board of Trustees.

Article 24 The outlay of COIC SH come from:
1.Subscriptions;
2.Service income;
3.Social donations;
4.Governmental support;
5.Other legitimate income.

Article 25 The legitimate assets of COIC SH are protected by the law of the country, and are not to be misappropriated, illicitly allocated, or peculated by any individuals or organizations.

Article 26 The salaries, insurance and benefits of the regular staff members of COIC SH are established according to the relevant provisions of the country.

Article 27 The fiscal year of COIC SH shall be from January 1st to December 31st.

Chapter Six Supplementary Provisions

Article 28 COIC SH funds can be set up according to needs and when conditions are ripe. The funds are managed by the Funds Management Committee, whose management comes from candidates negotiated between the initiators and donators and elected by the Board of Trustees. The Funds Management Committee serves a term of 3 years. The rules of procedures for the funds are to be elsewhere established.

Article 29 When deemed necessary for business, enterprises of legal personality that keep separate accounts can be set up.

Article 30 Subject to the approval of the Standing Board of Trustees of COIC SH, COIC SH can award the title of “Honorary Members of COIC SH” to those renowned domestic and foreign economic and trade operators who have long enthusiastically devoted to promoting international trade, services and investment. The Certificate will be signed and issued by the Chairperson. COIC SH can award honorary medals to those individuals and organizations that have made significant contributions to the work of COIC SH.

Article 31 Issues not covered by this Constitution shall be handled in accordance with Regulations of the PRC on Registration and Administration of Social Associations. The internal rules of procedures of COIC SH established in accordance with this Constitution are equally binding.

Article 32 This Constitution is adopted by the first General Assembly (Representatives), with prior sanction of the administration authorities of NGOs, will come into force and be implemented. The rules also apply to its amendments. The Board of Trustees reserves the right of interpretation.