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By-Laws of the China – Australia Chamber of Commerce
1.1 In these By-Laws:
Application Fee means the application fee determined by the Board in accordance with clause 2.3 as adjusted from time to time.
Articles of Association means the articles of association of AustCham, dated 25 July 2014 as it may from time to time be amended, supplemented, restated or replaced.
Auditor means the independent auditor selected by the Audit Committee in accordance with these By-Laws.
AustCham Beijing means the China – Australia Chamber of Commerce at Rm 910, Tower A, U-Town Office Building, 1 Sanfengbeili, Chaoyangmen area, Chaoyang District, Beijing 100020, P.R of CHINA
Board means the board of directors of AustCham elected in accordance with the Articles of Association and these By-Laws.
Board Meeting means a properly convened meeting of the Board.
Budget means the budget approved by the Board in accordance with clause 3.2.
By-Laws means these by-laws of AustCham which are created pursuant to Article IX of the Articles of Association.
Chairperson means the chairperson of AustCham appointed in accordance with the Articles of Association.
Committee means any committee established by the Board in accordance with the Articles of Association and these By-Laws.
Corporate Member means any corporation, partnership, sole proprietorship, representative office, branch office or legal person or non-legal person entity:
(a) formed, founded or incorporated in China;
(b) formed, founded or incorporated in Australia; or
(c) formed, founded or incorporated outside China or Australia, but which can demonstrate a business connection with Australia or China,
which has paid all Outstanding Amounts in accordance with clause 2.2.
Deputy Chairperson means the deputy chairperson of AustCham appointed in accordance with the Articles of Association.
Director means any director elected in accordance with the Articles of Association and these By-Laws.
Disbursements Policy means the disbursements policy in relation to all AustCham disbursements prepared by the General Manager.
Foundation Member means any corporation, partnership, sole proprietorship, representative office, branch office or legal person or non-legal person entity:
(c) formed, founded or incorporated outside China or Australia, but who can demonstrate a business connection with Australia or China,
Individual Member means any individual eighteen years of age or over who has paid all Outstanding Amounts in accordance with clause 2.2.
General Manager means the general manager of AustCham appointed in accordance with these By-Laws.
Member means any:
(a) Corporate Member;
(b) Foundation Member;
(c) Individual Member;
(d) Youth Member;
(e) Non-government Organisation; or
(f) Strategic Alliance.
Membership Fees means the fees determined by the Board in accordance with clause 2.2 as adjusted from time to time.
Non-government Organisation means any registered non-government organisation, community group, not-for-profit organisation or similar form of entity which can demonstrate that it has a suitable connection with Australia and China.
Non-Voting Members means any:
(a) Youth Member;
(b) Strategic Alliance;
(c) Non-government Organisations; or
(d) Individual Members.
PRC means the People's Republic of China but for the purposes of these By Laws excluding the Hong Kong Special Administrative Region, Macau Special Administrative Region and Taiwan province of the PRC.
Secretary means the secretary of AustCham appointed in accordance with the Articles of Association.
Strategic Alliance means any corporation, partnership, sole proprietorship representative office, branch office or other legal entity formed, founded or incorporated in China that has an actual or potential interest in Australia.
Term means the term of one year commencing on the date set out in Clause 2.6 and expiring one year later.
Treasurer means the treasurer of AustCham as appointed in accordance with the Articles of Association.
Voting Members means:
(a) Corporate Members; and
(b) Foundation Members,
and Voting Member means any one of them.
Youth Members means:
(a) an Individual Member who is enrolled full time at a university in the PRC; and
(b) an Individual Member who is engaged through an internship, training or short term position with a company in China,
who is, in each case, less than 30 years of age.
2. Membership and Voting
2.1 AustCham membership is open to persons who seek to support and promote:
(a) the interests of Australian business and Australian business people in the PRC;
(b) the interests of Chinese business and Chinese business people in Australia;
(c) the development of trade, commerce and investment between Australia and the PRC;
(d) investment and business cooperation between Australia and the PRC; and
(e) work with organizations in the PRC, Australia and elsewhere on matters of mutual interest.
2.2 Each Member will be required to pay all Outstanding Amounts set out in Schedule 1.
2.3 In addition to Membership fees stated in clause 2.2, each Voting Member and Non-Voting Member must pay an Application Fee set out in Schedule 1 payable for the first year of membership. The Application Fee is not payable for subsequent membership years provided that the Member was a Member for the immediately preceding year.
2.4 The Board may, at its absolute discretion, amend the Membership Fees and Application Fee from time to time.
2.5 Each Voting Member shall appoint one representative (Representative) to act as the senior point of contact between that Member and AustCham. The Representative shall be a person of good repute, and is responsible for that Member's membership with AustCham.
2.6 The term of membership of each Member will be one year from the later of:
(a) the date on which the Member pays their Membership Fees; and
(b) the date of expiring of the term of membership.
2.7 AustCham shall not attempt to restrict or in any other manner interfere with any lawful activity undertaken by any Member.
Membership Application Procedure
2.8 Each prospective member (Applicant) who wishes to become a Member of Austcham must complete a membership application form (Membership Application).
2.9 The General Manager will review the Membership Application to determine:
(a) whether the Applicant qualifies for membership; and
(b) what category of membership is considered most appropriate for the Applicant.
2.10 Any decision made by the General Manager as to the acceptance or rejection of any Membership Application or the determination of the membership status, will be final and absolute.
2.11 The General Manager must advise each Applicant, in writing, of its decision. If the Membership Application has been approved, at the time of giving notification to the Applicant the General Manager shall also request payment of the appropriate amount of membership fees.
2.12 Upon receipt of membership fees from a Member the General Manager must:
(a) Issue a receipt to the Member within five working days;
(b) Record on the Membership Application the receipt numbers, amount and date received;
(c) Issue a copy of the Articles of Association and By-Laws to the Member; and
(d) Issue a membership directory to the Member.
2.13 The General Manager must maintain a file of every Membership Application received. The Membership Application file shall:
(a) be permanent and historical;
(b) contain Membership Applications sorted in alphabetical order; and
(c) be available at the Executive Office for inspection at any time on request by the Directors.
No other person aside from the General Manager and Directors are permitted access to the Membership Application file.
2.14 The General Manager must provide at each Board Meeting a summary of the membership status of AustCham, including details of Members who have Outstanding Amounts, which data must be accurate and current within two days of the date of each Board Meeting.
Termination of Membership
2.15 In accordance with Article III(F)(3) of the Articles of Association a Member shall cease to be a Member if they fail to pay any Outstanding Amount before the later of:
(a) the date that is 60 calendar days after the date of an invoice issued to that Member in respect of the Outstanding Amount; and
(b) the date of expiry of the term of membership of that Member.
2.16 In accordance with Article III (F)(3), upon ceasing to be a Member in accordance with clause 2.15, the Member shall cease to have any rights as a Member, including, but not limited to the following:
(a) the Member shall cease to have any rights to vote at an Annual General Meeting; and
(b) any Director that is employed or engaged by that Member shall cease to be a Director.
2.17 Following termination of a Membership, the Member must repeat the process set out in clauses 2.8 to 2.14 in order to have their membership rights and membership with AustCham reinstated and must pay all Outstanding Amounts.
2.18 The Board may, by a special majority vote, expel a Member whose continued membership is considered detrimental to AustCham.
2.19 Each Foundation Member shall be entitled to three votes.
2.20 Each Corporate Member shall be entitled to one vote.
2.21 Non-Voting Members shall have no votes.
3. Expenditure Budget
3.1 The fiscal year of AustCham shall commence on the first day of January and end on the thirty first day of December.
3.2 The finance director and Chairperson 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.
Authorised Signatories
3.3 The authorised signatories to all AustCham bank accounts and limits of authority will be set out in the Disbursements Policy.
3.4 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 held in excess of this amount must be deposited into the AustCham bank accounts within one working day.
3.5 All disbursements adhere to the Disbursements Policy.
3.6 AustCham shall not indulge in any political activity or allow its funds and/or premises to be used for political purposes.
Establishment of Committees
4.1 The Board may from time to time decide to establish Committees to pursue action on specific AustCham tasks or activities, including but not limited to the following Committees:
(a) Audit Committee;
(b) Executive Committee;
(c) Balloting Committee;
(d) Nominations and Election Committee; and
(e) any other Committee which the Board believes is necessary to pursue action on specific AustCham tasks or activities.
4.2 Each Committee shall be established by an Ordinary Board Resolution and may be disbanded by an Ordinary Board Resolution.
4.3 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.
4.4 Each Committee may establish a sub-committee (Sub-Committee) to assist the Committee in performing the Committee's assigned tasks.
4.5 Each 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 the Committee's progress.
4.6 Each Committee shall be comprised of any Director or any Member in good standing. Non-AustCham Members may be invited to support a Committee at the discretion of the Chairperson on the advice of the chairperson of that Committee.
4.7 All Committees must act in accordance with the Articles of Association and By-Laws in performing their assigned tasks.
4.8 An Audit Committee will be formed comprising of:
(a) at least one Director (excluding the Chairperson); and
(b) two Members (who are not Directors nor the Auditor),
nominated and selected by vote of the Board.
4.9 The Audit Committee shall have responsibility for:
(a) hiring an independent auditor;
(b) reviewing the audit report with the Auditor;
(c) recommending approval or modification of the annual audit to the Board; and
(d) undertaking any other tasks as required by the Board.
4.10 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.
4.11 The Board shall appoint an Executive Committee to consider all appointments of AustCham.
4.12 The Executive Committee shall meet on a regular basis and as required by the Board. For each Executive Committee meeting:
(a) The General Manager shall prepare an agenda comprising of items submitted by any Executive Committee member or the General Manager to be discussed at the meeting;
(b) Any Director may submit agenda items to any Executive Committee member for inclusion on the agenda;
(c) There must have a quorum of at least two members of the Executive Committee present. If quorum is not achieved than the meeting will not take place and any items on the agenda will be discussed at the next properly convened Executive Committee meeting;
(d) Attendees who are not members of the Executive Committee may be invited to attend meetings of the Executive Committee with the approval of the Chairperson; and
(e) The meeting will be chaired by the Chairperson or, in his/her absence, the Deputy Chairperson, or in his/her absence the Secretary.
4.13 The Board may appoint any Member(s) as honorary advisor(s) to assist the Board or the Executive Committee.
Balloting Committee
4.14 The Board will appoint a three person Balloting Committee to:
(a) oversee the election process of the Board; and
(b) if required, to oversee the work of the Secretary in conducting a Post or Fax Ballot in relation to an AustCham resolution.
4.15 The persons appointed to the Balloting Committee must be Voting Members who:
(a) are not standing for election themselves;
(b) do not have a Representative standing; and
(c) who have no vested interest in the outcome of the election process of the Board or the Post or Fax Ballot.
Nominations and Election Committee
4.16 The Board will appoint the Nominations and Election Committee (NEC) by April of each year.
4.17 The NEC shall meet from time to time during the year at the request of the Board 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.
4.18 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 at the meeting of the Board prior to the date of the Annual Election.
5. Employees
5.1 The Board shall be ultimately responsible for the approval of major decisions regarding AustCham employees, including but not limited to:
(a) Employee remuneration;
(b) Employment terms and conditions;
(c) Employee Legal and regulatory requirements;
(d) Employee leave approvals; and
(e) Employee expenses.
5.2 All employees of AustCham (regardless of permanent, temporary or ad hoc employment status) shall report to the General Manager.
5.3 The Board shall appoint the General Manager. The General Manager shall report to:
(a) the Chairperson on all major and general AustCham business;
(b) the various Committees in regard to their specific tasks; and
(c) to the Board as required and when directed by the Board.
6. Sponsorships and Endorsements Principles
6.1 AustCham may accept sponsorship in support of ongoing operating costs, specific events, or activities and items which contribute to AustCham's ability to serve the Members of AustCham (Sponsorship). In return for Sponsorship funding, or other benefits to Members, AustCham may publicly endorse products or services (Endorsements).
6.2 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.
6.3 All material Sponsorships and Endorsements must be approved by an Ordinary Board Resolution prior to finalization. If AustCham chooses to seek material Sponsorship or Endorsement funding, the Board will first define the nature and objectives of the activity. The opportunity to participate in the Sponsorship or Endorsement will then be communicated to all AustCham Members simultaneously.
6.4 If an opportunity is not taken up by a Member, AustCham may seek Sponsorship or Endorsement from non-member organizations or individuals.
6.5 Any disputes over material Sponsorship or Endorsement issues will be decided by the Board and the Board's decision shall be final.
7. AustCham Board electoral process
7.1 The General Manager will advise the date of the AGM at least 6 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.
7.2 The Balloting Committee shall screen each candidate's application and confirm the validity of all nominees.
7.3 The Balloting Committee shall request from all candidates:
(a) a brief resume or description of their background; and
(b) a note to Members regarding their objectives for AustCham if elected to the Board.
Voting Process
7.4 One week prior to the AGM the Balloting Committee will issue the ballot papers (Ballot Papers) to all eligible Voting Members accompanied by each candidate's resumes and objectives.
7.5 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.
7.6 Each Ballot Paper shall be marked by simple 'Ticks' opposite the names of the preferred candidates. Any other marking invalidates the vote and that Member's vote will not count.
7.7 All disputes in relation to the electoral process shall be adjudicated by the Balloting Committee in accordance with the Articles of Association and By-Laws and the Balloting Committee's decision shall be final.
7.9 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, being the Chairperson, Deputy Chairperson, Treasurer and Secretary (each an Office Bearer, and together the Office Bearers).
7.10 The General Manager shall advise all Directors of the candidates for each Office Bearer position at least one week prior to the first Board Meeting after the AGM.
7.11 The General Manager and a Member of AustCham with no strong vested interest in the outcome of the Office Bearers election shall prepare 12 simple ballot papers showing the candidates for each Office Bearer position in a 'tick-the-box' format.
7.12 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.
7.13 The General Manager and the Member shall count all of the properly marked valid balloting papers in a reliable and secure fashion and advise the outgoing Chairperson of the outcome the Office Bearers election.
7.14 The Chairperson will present the Office Bearers election result to the Board and make arrangements for the proper implementation of the Directors' decision.
8. Post or Fax Ballot Voting Procedures for AustCham Resolutions
8.1 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 (Post or Fax Ballot), the Board shall appoint a Balloting Committee to oversee the work of the Secretary in conducting the Post or Fax Ballot.
8.2 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.
8.3 The Balloting Committee shall choose a "strike date" to send out Balloting papers and ensure that the Secretary delivers balloting papers to all Voting Members who are entitled to vote on the particular resolution(s).
8.4 The Secretary 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. The Balloting Committee shall discard improperly or unclearly marked balloting papers as invalid.
8.5 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 Post or Fax Ballot at the earliest opportunity.
8.6 The Chairperson will present the Post or Fax Ballot result to the next Board Meeting and make arrangements for the proper implementation of the Voting Members' decision.
8.7 The Secretary shall retain all Post or Fax Ballot balloting papers and other documents relating to the Post or Fax Ballot in a separate file for future reference as necessary, until not more than one month after the next AGM.
8.8 Access to Post or Fax Ballot balloting papers is restricted to the Balloting Committee only.
Type of Membership Annual Membership Fee
Corporate Member RMB 6,000 p.a
Foundation Member RMB 60,000 p.a
Individual Member RMB 2,500 p.a
Non-government Organisation RMB 2,500 p.a
Youth Member RMB 500 p.a
An Application Fee of RMB 830 is payable by all Voting Members and Non-Voting Members in their first year of membership.
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