Chapter One General Provisions

Article 1 The name of this association shall be WORLD TRADE CENTER ASSOCIATION SHANGHAI (WTCA SH for short).

Article 2 WTCA SH is a non-governmental and non-profit social and economic association, composed of representatives of relevant enterprises, public sectors and economic associations, which are engaged in foreign trade and economic activities in Shanghai.

Article 3 The objectives of WTCA SH are, in accordance with relevant laws, regulations and policies of the People’s Republic of China, to promote and enhance foreign trade in Shanghai area, to absorb foreign investments and other forms of economic and technological cooperation, by way of communications and exchanges with members of World Trade Centers of other countries and regions of the world.

Article 4 WTCA SH is 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 WTCA SH accepts work guidance and supervision of Shanghai Municipal Foreign Economic Relations and Trade Commission and Shanghai Administration Bureau of Non-government Organizations. Meanwhile, WTCA SH accepts guidance of Council for the Promotion of International Trade Shanghai.

Article 6 WTCA SH is a formal member of World Trade Center Association (WTCA).

Article 7 WTCA SH shall be located in Shanghai.

Chapter Two Objectives

Article 8 The objectives of WTCA SH are as follows:

1.To strengthen communications and contacts with domestic and overseas world trade center associations, to organize members to develop cooperation with members of domestic and overseas world trade center associations in the area of trade, investment and technology, promoting business dealings.
2.To provide various economic and trade information by making full use of the information network and information resources of WTCA SH.
3.To invite members of domestic and overseas world trade center associations to conduct investigations and investment in Shanghai for the expansion of business, and to organize members to go abroad for thematic economic and trade tours and business negotiations.
4.To set up service facilities so as to provide service for economic and trade activities between its members and those of other domestic and overseas world trade center associations.
5.To provide its members with services like legal consultation, business mediation, business arbitration, domestic and overseas exhibition, business consultation, business services and economic and trade tours, etc through different channels.
6.To undertake other activities authorized or relegated by government departments or relevant economic associations.

Chapter Three Membership

Article 9 WTCA SH adopts a membership system, which shall be open to the, legally registered in Shanghai area, engaged in foreign economic and trade activities and related activities, enjoying a good reputation, and accepting the Constitution of WTCA SH:

1.Enterprises and public sectors engaged in foreign economic and trade activities;
2.Enterprises in Shanghai invested by foreign business people and business people from Taiwan, Hong Kong and Macao;
3.Shanghai representative offices of foreign companies.
Article 10 Rights and obligations of members

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

2.Members shall fulfill the following obligations:
2.1To abide by the Constitution of WTCA SH, to implement the resolution of WTCA SH, and to safeguard the legitimate rights and interests of WTCA SH;
2.2To support and undertake the work relegated by WTCA SH;
2.3To make due payments of subscriptions. Membership is automatically terminated when a member fails to pay the annual subscription for two consecutive years in which subscriptions and due are payable. Detailed rules on subscription standard and payment methods shall be elsewhere specified.

Article 11 On a voluntary basis, members of WTCA SH can also join COICS, with subscriptions payable to one association.

Chapter Four Organization

Article 12 The supreme authority of WTCA SH is vested in a General Assembly (Representatives), which is convoked by the Board of Trustees and held once every five years. When deemed necessary, provisional general meetings of members (representatives) can be convened by the Board of Trustees. At least half of the total membership of WTCA SH present at a general meeting shall form a quorum. Resolutions of the general meeting are subject to the consent of more than half of the attendants.

Article 13 WTCA SH General Assembly (Representatives) has powers as follows:
1.To formulate and modify Constitution of WTCA SH;
2.To elect managerial personnel like trustees;
3.To review the work report, budget report and financial statement presented by the Board of Trustees;
4.To determine other important affairs of the WTCA SH;
5.To determine the termination and dissolution of the WTCA SH;
6.To fulfill other investiture rights of the Constitution.

Article 14 The executive organ of WTCA SH is the Board of Trustees, which manages the work of WTCA SH during the closing period of the General Assembly (Representatives), representing WTCA 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 decisions of the General Assembly (Representatives), and to report to it;
2.To elect the managerial personnel of WTCA SH like Chairperson, Vice Chairpersons, and standing trustees and hire Secretary General;
3.To hire honorary chairperson and advisors of WTCA 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 discuss and draw out amendment proposals of the Constitution of WTCA SH;
8.To draw out plans to terminate or dissolve WTCA SH.

Article 15 The standing organ of the Board of Trustees of WTCA 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 decisions on institutional setup, change and cancellation;
2.To guide and coordinate the work and activities of WTCA SH;
3.To determine acceptance and termination of membership;
4.To work out the basic administrative rules and rules of procedures of WTCA SH.

Article 16 The legal person representative of WTCA SH is the Chairperson, who shall be elected for a term of five years.

The Chairperson has powers as follows:
1.To preside over the routine work of WTCA SH, representing WTCA 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 Board of Trustees and the Standing Board of Trustees.

Article 17 Vice Chairpersons elected by WTCA 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 18 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 organizations. 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 19 The Secretariat of WTCA SH is the institution in the Board of Trustees that administers daily work. Its duties include: working out annual work plan, organizing its 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.

Chapter Five Finance

Article 20 Financially independent, WTCA SH administers its assets according to law.

Article 21 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, and reported to the General Assembly (Representatives) or made known to members subject to the approval of the Board of Trustees.

Article 22 The outlay of WTCA SH comes from:
1.Subscriptions;
2.Service income;
3.Social donations;
4.Governmental support;
5.Other legitimate income.

Article 23 The legitimate assets of WTCA 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 24 The salaries, insurance and benefits of the regular staff members of WTCA SH are established by making reference to the relevant provisions of the country.

Article 25 The fiscal year of WTCA SH shall be from January 1st to December 31st.

Chapter Six Supplementary Provisions

Article 26 When deemed necessary for business, enterprises of legal personality that keep separate accounts can be set up.

Article 27 Issues not covered by this Constitution shall be handled in accordance with the Regulations of the PRC on Registration and Administration of Social Associations. The internal rules of procedures of WTCA SH established in accordance with this Constitution are equally binding.

Article 28 This amendment of the Constitution is adopted by the 3rd General Meeting of the Members (Representatives), with prior sanction of the administration authorities of NGOs, shall come into force and be implemented. The rules also apply to its amendments. The Board of Trustees reserves the right of interpretation.