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

1. Definitions
means The Danish Chamber of Commerce in China

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

means the People’s Republic of China

means the articles of association

means the Annual General Meeting

means the Committee of Directors of the DCC-EC

means a Member of DCC-EC and includes Corporate Members, Individual Members, Student Members and Honorary Members

means any meeting of DCC-EC or any of its committees but shall not include AGM and/or extraordinary AGM’s.

DCC-EC is an officially recognized branch of DDCC (Licensed in Beijing).

Each branch operates under its own by laws 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.

The Chairman of DCC-EC is a Non-Voting Member of the board of directors for DCCC (Licensed in Beijing).

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.

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 Peoples Republic of China. Nor shall any DCCC branch or Board claim to represent the entire DCCC without having obtained consent from the other branches.

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 equally divided between the branches.

2. Membership
For purposes of registration, the number of Members is declared to be unlimited. The DCC-EC has four membership categories: Corporate Membership, Individual Membership, Student Membership and Honorary Membership.

Corporate Membership. Any legally registered Representative Office or branch of a Danish company or organization in China involved in or interested in trade and commerce between Denmark and China

Individual membership. Individuals who are interested in the Chamber activities, but does not qualify for a corporate membership.

Student membership. For students living and studying temporarily in Shanghai / East China. Need to present documentation from school to verify qualification for student membership.

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 Committee to become Honorary Members of DCC-EC. The Honorary Membership cannot be entrusted or transferred.

3. Annual General Meeting
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 Committee. A notice of the meeting and the particulars of the agenda must be send to every member at least twenty-one(21) days before the AGM.

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 three(3) weeks before the General Meeting.

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 five working days before the AGM.

The AGM, as the highest body of DCC-EC, must consider the following business

Approval of Statements of Accounts and Balance Sheet from the preceding financial year and Budget for the current financial year

Approval of the annual report from the Committee

Vote on amendments of articles and by-laws

Any other transactions or business which may properly be brought forward at the AGM

Elect the Committee for the ensuing year

Each DCC-EC member interested in joining the committee is eligible for election of committee member, provided that not less than three and no more than twenty one days before the date appointed for the General Meeting, written notice has been given to the committee (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).

Procedures for nomination and appointment of the committee members will follow as closely as possible the procedures prescribed in these by-laws for nomination and election of the members of the committee. The Chairman of the committee 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.

3.1 Extraordinary General Meeting
The Committee 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 DCC-EC or by order of the Committee.

The written requisition stating the purpose for which the meeting is required shall be lodged with the Secretary of DCC-EC.

The Secretary shall give at least seven (7) days notice of any Extraordinary General Meeting to all members of DCC-EC.

3.2 Quorum at General Meetings
At least 15 % of the Corporate Members of DCC-EC must be represented in person at a General Meeting for proceedings to be valid.

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 Articles and Bylaws of DCC-EC to be effectuated.

Each corporate member shall have one vote. A member may designate any other person by written proxy to act as 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 Committee may from time to time approve and shall be provided, signed by the member to the committee prior to the commencement of the meeting concerned. A person is entitled to hold more
than one proxy.

In the event that quorum is not established 15 minutes upon commencement, the General Meeting shall reconvene seven (7) days from the first meeting at a place and time to be decided by the Secretary. Should quorum at the
second meeting not be established, the members present shall constitute a quorum. The meeting shall not have power to alter, amend or add to any of the Articles or By-Laws.

4. Committee
4.1 Governing Body
A Committee elected by the AGM of DCC-EC shall supervise the day-to-day affairs of DCC-EC.

The Committee shall consist of not less than six and not more than fourteen persons, who shall be members of DCC-EC.

The new Committee shall take office 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.

4.2 Members of the Committee
Names of candidates for the Committee shall be proposed at the Annual General Meeting. Election will be determined on basis of most votes received.

The Committee shall constitute itself accordingly: Chairman, Vice Chairman, Treasurer, Secretary and General Committee members. All Committee members stand for election every year.

To achieve the fairness of DCC-EC’s operation, all committee members and other staff of DCC-EC shall be governed by the disqualification principle.

A. 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.

B. All committee members and other staff of the DCC-EC must ensure that any transactions entered into by DCCC and the 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 committee before the transaction is initiated, and not to be involved in any decision-making process, including but not limited to meetings, contracts, payments, etc.

C. In case a committee 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.

In addition to the elected members of the Committee, the Consul General of Denmark to Shanghai shall be a member, ex officio, of the Committee without voting rights. If the Consul General Shanghai is not able to attend a
Committee meeting he/she may be represented by a member of the staff of the Royal Danish Consulate General Shanghai.

Furthermore the elected Chairman of YP in Shanghai / East China Branch will be a voting member under the condition that he/she is approved by the Committee of DCC-EC and is a member of DCC-EC. Individual membership
will be granted for free, if he/she is not already a member.

A Committee member will loose his/her seat if he/she leaves DCC-EC. The Committee shall have the power to appoint a DCC-EC member to the Committee in his/her place until the next AGM.

4.3 Committee meetings
The Committee 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-to-day financial affairs of the Chamber. The Secretary shall keep all official documents and minutes of meetings in good order.

Committee meetings shall be held whenever considered necessary and not less than once every 3 months. Seven (7) days of notice for a Committee meeting shall be given. The Committee 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 Committee members shall form a quorum.

4.4 Powers of the Committee
The Committee, in addition to the powers hereinafter specially conferred upon it, shall be entrusted with the general management of DCC-EC in accordance with the Articles.

The Committee 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 articles. Such bylaws shall remain provisional until approved by the following AGM.

The Committee may authorize the expenditure of DCC-EC funds for activities in alignment with the objectives as described in the articles.

The Committee may appoint sub-committees and co-opt members to the Committee as and when deemed necessary or expedient.

The Committee shall have power to appoint, pay and dismiss an executive director and other such officers, as it may deem necessary.

The Committee may not act contrary to decisions made at General Meetings without first referring such matters to a General Meeting of members for approval.

Actions of a DCC-EC member irreconcilable with the Articles of Association 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 Committee.

Where the Committee 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 Committees decision shall be final.

4.5 Office Bearers
The Chairman and the Vice Chairman is elected for a maximum period of two years and can not be representatives of the same company. After the period of two years the individuals can continue as general committee members.

The Chairman and Vice Chairman can extend their election by one extra year if the committee unanimously agrees to grant this.

The Chairman, and in his absence the Vice-Chairman shall:

Act as chairman at all Committee and General Meetings and shall be responsible for the proper conduct of business at such meetings.

Represent the DCC-EC in its dealings with Governments agencies, the media, other Chambers of Commerce and organizations. The Chairman may entrust other Committee members to represent the DCCC.

Have a deciding vote at Committee Meetings in cases of parity of votes.

The Treasurer shall:
Supervise all monetary transactions and be responsible for their correctness.
Authorize all expenditures exceeding RMB 10,000.
Prepare an annual Statement of Accounts and a Balance Sheet as of 31st of December each year for submission to the Annual General Meeting as well as ad hoc financial statements as requested by the Committee.
Ensure that all money and other valuables belonging to the DCC-EC are deposited in a bank or banks approved by the Committee, except a sum to be determined by the Committee sufficient to meet the daily expenses of the

The Secretary shall:
Ensure that all records, including financial records, of the DCC-EC are kept.
Record the decisions of the committee and keep minutes of General and Committee meetings.
Ensure that accurate and up to date records of Members of the DCC-EC are kept
Ensure that relevant authorities are notified of changes to office bearers and Articles.

4.6 Sub committees
The Committee can appoint sub committees at its discretion. All sub committees appointed by the Committee shall periodically report their proceedings to the Committee at its meetings and shall conduct their business in accordance with the directions of the Committee.

The Committee can decide on the composition of the sub committees at its discretion.

Spokespersons from sub-committees can be invited to join Committee meetings without being elected for the board at the normal AGM procedures.

5. Financial Matters
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.

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 Committee.

The Committee shall draw up an Annual Report on the State and activities of DCC-EC during the year of the Committee’s incumbency, which shall be presented by the Chairman at the AGM.

6. Other Matters
Dissolution of DCC-EC
DCC-EC shall not be dissolved, except with the consent of not less than sixtysix percent (66%) of the Corporate Members of DCC-EC either in person or by proxy, at a General Meeting convened for this purpose.

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.

In the event of any question or matter arising out of any point, which is not expressly provided for in these bylaws, the Committee shall be entitled to determine such question or matter at its discretion, and the Committee’s
decision shall be final.