ByLaws

Danish  Chamber of Commerce in China – Shanghai / East China Branch

Chapter 1.0 Used abbreviations & acronyms

  • 1.1 DCCC, means The Danish Chamber of Commerce in China
  • 1.2 DCC-EC, means The Danish Chamber of Commerce in China – Shanghai / East China Branch
  • 1.3 China, means the People’s Republic of China
  • 1.4 AOA, means the Articles of Association
  • 1.5 By-Laws, means the By-laws specific for DCC-EC
  • 1.6 AGM, means the Annual General Meeting
  • 1.7 Board, means the Board of Directors of the DCC-EC elected at the AGM.
  • 1.8 Committee, means a Committee of Directors of the DCC-EC appointed to a specific function
  • 1.9 GM, means the General Manager appointed by the Board of Directors of the DCC-EC to run the office according to the vision/mission of DCC-EC and as directed by the Board of Directors.
  • 1.10 Member, means a Member of DCC-EC and includes Corporate Members, Individual Members, Partner Members, Student Members and Honorary Members. Besides the already mentioned member categories there are also “Friends of DCC-EC” that are the equivalent to Individual Members for Chinese Citizens.
  • 1.11 Meeting, means any meeting of DCC-EC or any of its committees but shall not include AGM and/or extraordinary AGM’s.
  • 1.12 MOM, means any minutes of the meetings with the records of the topics discussed during them.
  • 1.13 YP, means young professional.

Chapter 2.0 Definitions

  • 2.1 DCC-EC is an officially recognized branch of DDCC (Licensed in Beijing).
  • 2.2 Each branch operates under its own bylaws and articles and is entirely responsible for its own funds, liabilities and obligations (whether contractual or otherwise). DCC-EC shall not act as to represent to any party in any manner that DCCC (Licensed in Beijing) is liable for the same, and vice versa.
  • 2.3 The Chairman of DCC-EC is a Non-Voting Member of the board of directors for DCCC (Licensed in Beijing).
  • 2.4 All members of DCCC shall enjoy participation at membership prices in all other DCCC branches, as well as members of those branches shall enjoy participation at membership prices in DCC-EC.
  • 2.5 Branches of DCCC shall not issue any statements nor engage in any activities that are inconsistent with the Articles of Association, may bring the name of DCCC into dispute or may in any way not comply with relevant laws and regulations of the People’s Republic of China. Nor shall any DCCC branch or Board claim to represent the entire DCCC without having obtained consent from the other branches.
  • 2.6 In the event of any dispute between DCCC branches, the matter shall be referred to a single, independent arbitrator. The arbitrator shall be appointed by the Danish Ambassador to China. The decision of the arbitrator shall be final. Any cost incurred by the arbitrator shall be covered by the “loosing party”.

Chapter 3.0 Membership

  • 3.1 For purposes of registration, the number of Members is declared to be unlimited. The DCC-EC has eight membership categories: Corporate Membership A, Corporate Membership B, Corporate Membership C, Individual Membership, Partner Membership,Friends Membership, Student Membership and Honorary Membership.
  • 3.2 Corporate Membership A. Any legally registered Representative Office or branch of a Non-Chinese company or organization in China involved in or interested in trade and commerce between Denmark and China with more than 1000 employees globally.
  • 3.3 Corporate Membership B. Any legally registered Representative Office or branch of a Non-Chinese company or organization in China involved in or interested in trade and commerce between Denmark and China with 100 to 999 employees globally.
  • 3.4 Corporate Membership C. Any legally registered Representative Office or branch of a Non-Chinese company or organization in China involved in or interested in trade and commerce between Denmark and China with 1 to 99 employees globally.
  • 3.5 Individual membership. Individuals who are interested in the Chamber activities, but does not qualify for a corporate membership. For legal reasons Chinese Nationals do NOT qualify to this category.
  • 3.6 Partner membership. Any Chinese Individuals and a n y legally registered Representative Office or branch of a Chinese company or organization in China, involved in or interested in trade and commerce between Denmark and China who are interested in the Chamber activities.
  • 3.7 Friend membership. Chinese individuals who are interested in the Chamber activities, but does not qualify for a Partner membership.
  • 3.8 Student membership. For students living and studying temporarily in Shanghai / East China. Need to present documentation from school / university to verify qualification for student membership.
  • 3.9 Honorary Membership. Persons recognized for their outstanding accomplishments and stature in the community who has made notable contributions to the promotion of trade and commerce between Denmark and China may be invited by the Board of DCC-EC to become Honorary Members of DCC-EC. The Honorary Membership cannot be entrusted or transferred. This membership will be for life, unless unethical or humanitarian actions, later on becomes exposed, then the honorary membership can be revoked.

Chapter 4.0 Annual General Meeting

  • 4.1 The AGM shall be held no later than the 31st day of March of each year, on a day and place to be fixed by the Board. A notice of the meeting and the particulars of the agenda must be sent to every member at least twenty-one (21) days before the AGM.
  • 4.2 in case of Force Majeure or other extraordinary reasons the AGM can be postponed. This postponement decision can only be made by the Board of Directors by voting procedure, where simple majority decides.
  • 4.3 Any member wishing to add to the agenda any item for discussion at the general meeting, may do so by giving notice in writing to the secretary or the GM two (2) weeks before the AGM.
  • 4.4 The Annual Report, the Statement of Accounts, the Balance Sheet and the Budget shall be presented to all participants at the AGM and will be available to all members following the AGM. Any other addition to the agenda shall be circulated to all members at least two (2) weeks before the AGM.
  • 4.5 The AGM, as the highest body of DCC-EC, must consider the following business:
  • 4.5.1 Approval of Statements of Accounts and Balance Sheet from the preceding financial year and Budget for the current financial year
  • 4.5.2 Approval of the annual report from the Board
  • 4.5.3 Vote on amendments of the AOA and By-laws
  • 4.5.4 Any other transactions or business which may properly be brought forward at the AGM
  • 4.5.5 Elect the Board of Directors for the ensuing year
  • 4.6 Each person representing a DCC-EC Corporate member or any Individual member with Danish Citizenship, interested in joining the Board is eligible for election as Board member, provided that not less than three (3) weeks before the date appointed for the AGM. Written notice shall be given to the Board (signed by at least one member, of the nomination of such person for election and also a notice in writing signed by that person of his willingness to stand for election).
  • 4.7 Procedures for nomination and appointment of the Board members will follow as closely as possible the procedures prescribed in these B y-Laws for nomination and election of the members of the Board. The Chairman of the Board or the Chairman of the Annual General Meeting shall forthwith decide any questions arising in relation to those procedures in the event that a dispute arises. These decisions shall be final.
  • 4.8 Extraordinary AGM
  • 4.8.1 The Board may at any time call an Extraordinary General Meeting and shall do so within seven (7) days upon the request in writing by no less than 25% of the total membership of DCCEC or by order of the Board.
  • 4.8.2 The written requisition stating the purpose for which the meeting is required shall be lodged with the GM or Secretary of DCC-EC.
  • 4.8.3 The G M o r Secretary shall give at least seven (7) days’ notice of any Extraordinary AGM to all members of DCC-EC.
  • 4.9 Quorum at General Meetings
  • 4.9.1 At least 15 % of the Corporate Members of DCC-EC must be represented in person at the AGM for proceedings to be valid.
  • 4.9.2 At least one third of the Corporate Members of DCC-EC must be represented by a designated person for any proposal involving an amendment to the AOA and By-Laws of DCC-EC to be effectuated.
  • 4.9.3 Each corporate member shall have one vote, under the condition that their DCC-EC membership has been renewed and paid before the AGM.A c or p o r a t e member may designate any other person by written proxy to act as h e r / his voting representative. Any such representative shall be entitles to exercise all the powers of the member who designated him, shall constitute the presence in person of the member at any meeting of the Chamber and shall be entitles to vote on a show of hands or on a poll and to demand or join in the demand for a poll. The proxy shall be in writing in such form as the Board may from time to time approve and shall be provided, signed by the member to the Board prior to the commencement of the meeting concerned. A person is entitled to hold more than one proxy.
  • 4.9.4 In the event that quorum is not established 15 minutes upon commencement, the AGM shall reconvene seven (7) days from the first meeting at a place and time to be decided by the GM / Secretary. Should quorum at the second meeting not be established, the members present shall constitute a quorum. This kind of meeting shall not have power to alter, amend or add to any of the AOA or By-Laws.

Chapter 5.0 Board, the Governing Body

  • 5.1 A Board elected by the AGM of DCC-EC shall supervise the day-to-day affairs of DCC-EC.
  • 5.2 The Board shall consist of not less than seven and not more than twelve persons, who shall be either Corporate members or Individual Danish Citizen members of DCC-EC.
  • 5.3 The members of the Board cannot be representatives or individuals working for the same company.
  • 5.4 The new Board shall take office after the AGM, on April 1st of each year while the outgoing Committee shall be responsible for the affairs of DCC-EC up to March 31st the same year, unless the AGM has been postponed.
  • 5.4.1 All costs between 1st of January and until the new Board has been elected should be listed and approved before the end of the outgoing year. Furthermore the outgoing Board will be held responsible for it.
  • 5.5 Members of the Board
  • 5.5.1 Names of candidates for the Board shall be proposed at the Annual General Meeting. Election will be determined on basis of most votes received.
  • 5.5.2 The Board shall constitute itself accordingly: Chairman, Vice Chairman, Treasurer, Secretary and General Board members. All Board members stand for election every year.
  • 5.6 To achieve the fairness of DCC-EC’s operation, all Board members and other staff of DCC-EC shall be governed by the disqualification principle:
  • 5.6.1 None of them shall contribute to any decision-making process regarding the appointment, remuneration and benefit of one who are common law partner, family members, other relatives or any other close relationship. These processes include but not limited to voting, meeting participation, documents draft and review.
  • 5.6.2 All Board members and other staff of the DCC-EC must ensure that any transactions entered into by DCC-EC and any third parties are fairly decided and monitored. In case the third party is held, or controlled by any means by common law partner, family members, other relatives or any other close relationship, the person shall firstly disclose the situation to the Board before the transaction is initiated, and not to be involved in any decision-making process, including but not limited to meetings, contracts, payments, etc.
  • 5.6.3 In case a Board member and other staff, based on his/her capacities in both DCC-EC and the third party, and/or by any other grounds, that he/she represents both DCC-EC and the third party’s interest, this person shall not contribute to any decision-making process when DCC-EC and the third party are counterparties.
  • 5.7 In addition to the elected members of the Board, the Consul General of Denmark to Shanghai shall be a member, ex officio, of the Board without voting rights. If the Consul General Shanghai is not able to attend a Board meeting he/she may be represented by a member of the staff of the Royal Danish Consulate General Shanghai.
  • 5.8 Furthermore the elected Chairman of YP in DCC-EC will be a member of the Board without voting rights, under the condition that he/she is approved by the Board of DCC-EC and is a member of DCC-EC.
  • 5.9 Board members and ad-hoc DCC-EC members participating in Board meetings shall not discuss or disclose information about DCCC or its activities to any person or entity unless such information is already a matter of public knowledge, such person or entity has a need to know, or the disclosure of such information is in furtherance of DCC-EC’s purposes, or can reasonably be expected to benefit DCCC and DCC-EC. Board members shall use discretion and good business judgement in discussing the affairs of DCC-EC with third parties. Without limiting the foregoing, Board Members may discuss upcoming fundraisers and the purposes and functions of DCC-EC, including but not limited to financial matters.
  • 5.9.1 Each Board member shall execute a confidentiality agreement consisting herewith upon being voted onto and accepting appointment to the Board of DCC-EC.
  • 5.10 A Board member will lose his/her seat if he/she leaves or no renew the membership of DCC-EC. The Board shall have the power to appoint a DCC-EC member to the Board in his/her place until the next AGM if necessary. In case of been exceeding candidates to the Board from the last AGM, they one having most votes should be selected as a replacement.
  • 5.11 Board meetings
  • 5.11.1 The Board Meetings of the Chamber shall be presided over by the Chairman. In his absence the Vice Chairman shall act in his place and assume the authority of the Chairman in other matters of the DCC-EC. The Treasurer shall manage the day-today financial affairs of the Chamber. The Secretary and GM shall keep all official documents and minutes of meetings in good order.
  • 5.11.2 Board meetings shall be held whenever considered necessary and not less than once every 3 months. After the AGM the Board should schedule all the Board meetings for one (1) year ahead, for every Board member to make a dedicated attempt to participate in as many Board meetings as possible. The Board shall decide all questions by simple majority. In case of parity of votes the Chairman, if present, shall have the deciding vote. At least 3 elected Board members shall form a quorum.
  • 5.12 Powers of the Board
  • 5.12.1 The Board, in addition to the powers hereinafter specially conferred upon it, shall be entrusted with the general management of DCC-EC in accordance with the AOA and By-Laws.
  • 5.12.2 The Board shall have authority to alter, add to or reject bylaws regulating the affairs of DCC-EC provided no such by-laws are in contradiction with the AOA. Such By-Laws shall remain provisional until approved by the following AGM.
  • 5.12.3 The Board may authorize the expenditure of DCC-EC funds for activities in alignment with the objectives as described in the AOA.
  • 5.12.4 The Board may appoint Committees and co-opt members to the Committee as and when deemed necessary or expedient.
  • 5.12.5 The Board shall have power to appoint, pay and dismiss a GM and other such officers, as it may deem necessary.
  • 5.12.6 The Board may not act contrary to decisions made at the AGM without first referring such matters to an AGM for approval.
  • 5.12.7 Actions of a DCC-EC member irreconcilable with the AOA, By-Laws or the laws of the People’s Republic of China may lead to exclusion. An exclusion may be effectuated upon the endorsement of three-quarters of the members of the Board.
  • 5.12.8 Where the Board intends to exercise its power under the rules, the member concerned shall be given notice of the conduct complained of, and shall be given a reasonable opportunity to explain its position in writing or otherwise. The Board’s decision shall be final.
  • 5.13 Office Bearers
  • 5.13.1 The Chairman and the Vice Chairman are elected for a maximum period of two years. After the period of two years the individuals can continue as Board members with other roles.
  • 5.13.2 The Chairman and Vice Chairman can extend their election by one extra year if the committee unanimously agrees to grant this.
  • 5.13.3 Board members of DCC-EC are elected at the annual AGM for a period of two (2) years. 50% of its members rotating annually. The Chairman and Vice-Chairman are on alternate rotations. Should a Board member(s) have left the Board before the next AGM, then the Board can elect to change around on who is up for election at the next AGM, this does however not apply to the Chairman and Vice-Chairman. The first year after the implementation, the Board will during the inaugurate meeting decide amongst themselves, who will be sitting for 1 year and 2 years, with the Chairman sitting for 2 years and the Vice-Chairman for 1 year.
  • 5.14. The Chairman, and in his absence the Vice-Chairman shall:
  • 5.14.1 Act as Chairman at all Board and General Meetings and shall be responsible for the proper conduct of business at such meetings.
  • 5.14.2 Represent the DCC-EC in its dealings with Governments agencies, the media, other Chambers of Commerce and organizations. The Chairman may entrust other Board members to represent the DCC-EC. Have a deciding vote at Board Meetings in cases of parity of votes.
  • 5.15 The Treasurer shall:
  • 5.15.1 Supervise all monetary transactions and be responsible for their correctness.
  • 5.15.2 Authorize all individual expenditures.
  • 5.15.3 Prepare an annual Statement of Accounts and a Balance Sheet as of 31st of December each year for submission to the AGM as well as ad hoc financial statements as requested by the Board.
  • 5.15.4 Ensure that all money and other valuables belonging to the DCCEC are deposited in a bank or banks approved by the Board, except a sum to be determined by the Board sufficient to meet the daily expenses of the secretariat / administration.
  • 5.16 The Secretary and or GM shall:
  • 5.16.1 Ensure that all records, including financial records, of the DCC-EC are kept. Record the decisions of the committee and keep the MOM of the AGM and Board meetings.
  • 5.16.2 Ensure that accurate and up to date records of Members of the DCC-EC are kept.
  • 5.16.3 Ensure that relevant authorities are notified of changes to office bearers and Articles.
  • 5.17 Committees
  • 5.17.1 The Board can appoint Committees at its discretion. All Committees appointed by the Board shall periodically report their proceedings to the Board at its meetings and shall conduct their business in accordance with the directions of the Board.
  • 5.17.2 The Board can decide on the composition of the Committees at its discretion.
  • 5.17.3 Spokespersons from Committees c a n be invited to join Board meetings without being elected for the board at the normal AGM procedures.

Chapter 6.0 Financial Matters

  • 6.1 The Financial year of DCC-EC shall follow the calendar year and end on 31st day of December each year, to which day the accounts of DCC-EC shall be balanced.
  • 6.2 The accounts shall as soon as practicable after the end of each financial year be audited by two auditors elected by the AGM. The auditors cannot be members of the Board.
  • 6.3 The Board shall draw up an Annual Report on the State and activities of DCC-EC during the year of the Board’s incumbency, which shall be presented by the Chairman at the AGM.

Chapter 7.0 Other Matters

  • 7.1 Dissolution of DCC-EC
  • 7.2 DCC-EC shall not be dissolved, except with the consent of not less than sixty-six percent (66%) of the Corporate Members of DCCEC either in person or by proxy, at an AGM convened or Extraordinary AGM for this purpose.
  • 7.3 In the event of DCC-EC being dissolved as provided above, all debts and liabilities legally incurred on behalf of DCC-EC shall be fully discharged, and disposal of the remaining funds shall be carried out according to the articles.
  • 7.4 Interpretation In the event of any question or matter arising out of any point, which is not expressly provided for in these bylaws, the Board shall be entitled to determine such question or matter at its discretion, and the Board’s decision shall be final.

 

DATE 2020/04/09

Version No 5